With Some Friendly Advice
by ToriTheExplori
Summary: Max really wants Chloe to get along with her friends, only they notice something about Chloe Max never did. Pure Pricefield fluff after the feels trip of episode four.
1. A Night Out

A/N I decided to write this purely fluff two shot because after episode four, everyone needs some light-hearted cuteness.

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"Goddammit Chloe, don't be such a pain." Max whined, practically dragging the punk behind her. Chloe huffed, stomping her feet in an attempt to delay the inevitable. The duo were on their way to the diner. Though it seemed that the small walk from the parking lot to the front door was going to take years with the way Chloe was acting. Luckily it was warm for mid-February, but staying outside was something Max wanted no part in.

"But they're not even my friends!" Chloe grumbled, huffing like a petulant child. Max just rolled her eyes at the immature display. She was excited to introduce Chloe to some of her friends. Hopefully all would go well and everyone would love her. Chloe was normally stoked to meet new people so her sudden reluctance made absolutely no sense.

Chloe didn't want to annoy the brunette, she was just nervous. What if her friends didn't like her? Would Max just ditch her and hang out with them instead? It was stupid to be so scared about such an unlikely scenario, Chloe knew that. But knowing that it was ridiculous didn't take her anxiety away.

"No, they're my friends, but I would like them to be yours too." Max came to stop in front of the blue haired teen, looking at her with poorly veiled confusion.

"C'mon Girl Wonder, what's up?" Chloe's eyes darted down to the hand wrapped tightly in her own, before looking up into blue eyes.

"N-nothing. Let's go." Before the nerves returned, Chloe made her way to the door, pulling Max behind her by the hand. The photographer took the lead once they entered the diner, leading Chloe to a booth that had two patrons sitting in it.

"Maximum Overdrive!" A brown haired boy cheered, instantly shooting up and pulling Max into a hug. The girl he had been sitting next to smiled at the interaction before her gaze landed on Chloe.

The punk watched as the boy, Warren, squeezed Max before pulling away with a blush. He leaned close to the photographer, whispering something in her ear that lead her to glance over at Chloe. Pink flooded Max's cheeks as she playfully pushed his shoulder. Chloe glared at the duo for a couple moments before noticing she was being watched. The punk dropped her gaze to her boots, kicking her foot around before crossing her arms and meeting the quiet girl's gaze.

"Yo... Kate, right?" It felt like the girl was trying to figure her out, her gaze seemed scrutinizing and contemplative. Chloe wasn't sure how to react to the look she was getting so she chose to ignore it.

"Yeah, you must be Chloe. Nice to meet you." Kate was definitely soft spoken, her voice soothingly gentle.

"You too." Chloe rubbed her bare arm, sitting across from the girl and choosing to ignore the loser that was probably hitting on Max. Kate smiled, her face inviting. It was interesting how warm the girl was, considering all the shit she had gone through.

"So, uh, Maximus told me you and her go out for tea sometimes?" Awkward topic but better than silence or hitting a touchy subject. The girl seemed to light up at the choice in conversation, telling Chloe about the tea shop she would drag Max to and what kind of tea was her favorite. Tea was not something Chloe enjoyed, but she didn't have the heart to tell Kate that.

"Max mentioned that you like skating?" Kate piped up after it seemed Chloe had become lost while talking about different types of teas and their uses.

"Oh hella yes!" Chloe grinned wide, she loved discussing skateboarding. It was one of the reasons she still talked to Justin. Chloe rambled about skateboarding, oblivious to the other two joining them at the table. Max rolled her eyes at the skateboarder but smiled wholeheartedly at her enthusiasm. Skating was one of the few things Chloe still loved from their childhood. At least there was something besides Rachel Amber and weed that made Chloe happy.

"And like Trevor can't tre flip, but he tries anyway and he busts himself right in the nuts." Warren laughed at the story while Kate smiled, obviously lost. Max just looked at Chloe with a small grin.

"I've seen him rack himself so many times it's not even funny anymore." Warren spoke, adding to the conversation. Kate nodded, obviously unsure what she could add to the odd topic. Max shook her head, deciding to talk about photography for a while so Kate could contribute.

"I took so many pictures yesterday. Kate, do you wanna see them? I need your professional opinion." Kate smiled at Max's help, she knew the brunette was just trying to change the subject to things she understood and she genuinely appreciated it. Max laid her photographs out on the table, there were some of Chloe, some of both of them and other random subjects.

"Wow Max, this one's really good." It was a photo of a rabbit sitting under a rotten log in the woods where Chloe had taken her hiking the day before. Chloe looked at the pictures all over the table before her eyes settled on Max. She loved when people talked photography to her best friend. A twinkle would come to Max's eye as she talked lighting, and shot dimensions.

"You can have it if you want. This one's my favorite." Max looked around on the table for said picture but Chloe was distracted. Anytime Max talked about her passion she became infinitely more attractive to the punk. She briefly wondered if Max had been thinking the same thing when she was discussing skateboarding earlier but quickly dismissed the thought.

She was brought out of her thoughts by a nudge to her shin. Her eyes darted away from the side of Max's head to meet Warren's deep brown eyes. He covertly nodded towards Max, who she realized was talking to her.

"-one's your favorite, Chlo?" Max turned to look at her, a brow raised in question.

"Uh…" She didn't want to say she hadn't been paying attention and insult Max; so she quickly scanned the table, grabbing a random photo of her and Max before smirking. "This one." The brunette rolled her eyes, gently backhanding Chloe's shoulder.

"You ass, you're just saying that because it was my favorite." Warren tried to cover his laugh with a cough but one look at Chloe's face assured him he had failed. She glared openly at the boy before meeting Max's eyes again and putting her arm around the smaller girl.

"You're my favorite." So it wasn't Chloe's best comeback, but it did cause Max to blush and scoff so she considered it a victory. Warren shared a look with Kate as if saying _I told you so_ before looking back at the duo across from him. He grabbed a photo of sticks and rocks, saying it reminded him of the Blair Witch movie.

The group conversed about movies for a while after that, Warren's eyes hardly ever straying from Chloe whose eyes never left Max. Max wasn't sure why he was so enamored with the punk but figured he would tell her eventually.

"Hey, we should go to the movies. I mean, assuming you ladies want to?" Warren stated with a grin, happy when everyone nodded in agreement. Joyce took care of the bill for them as celebration for Chloe making some 'respectable looking friends' and they were free to leave. As soon as they made it to the parking lot, they split into two groups.

"Warren is acting so damn weird, isn't he?" Max asked, pulling the door closed. Chloe glanced over at the photographer, shrugging.

"I don't really know him Super Max. For all I know, he's always high." Chloe shrugged, starting her truck and focusing on driving to the small movie theater.

"Maybe, or maybe he likes you." She didn't need to look over to know Max was wiggling her eyebrows suggestively. Chloe snorted, she knew there was no way in hell Warren was crushing on her.

"Bullshit dude, he is way too into you. I'm pretty sure he's just waiting for me to leave so he can steal you away and marry you. Just think, you'd be Max Graham... Mrs. Warren science-nerd Graham, that's you." Max shot the punk an unamused glance before shaking her head.

"You're calling **Warren** a science nerd? Do you own a mirror?" Chloe simply shrugged, knowing the statement was true. Science was the only class she had ever liked and she wasn't ashamed to admit it.

"Touche, Time tripper, touche." The conversation died out after that, the truck housing the comfortable silence. Max focused out the window, thinking about what Warren had whispered in her ear. _She is definitely cool enough for you, and hot. You should ask her to the drive in sometime. We could double date, or maybe I'll ask her._

Though the idea of having a double date with someone who used to be enamored with her was awkward beyond measure, it was a solid suggestion. And since Warren had started going out with Brooke more, the two seemed to really hit it off. Yet he still seemed to like Chloe.

"Yo, space cadet, we're here." Chloe spoke, her hand gently shaking Max's shoulder. The photographer looked around to see the familiar lights of the cinema just outside the truck. Ignoring Chloe's questioning gaze, she quickly unbuckled and left the vehicle.

Blue eyes watched the hasty exit, the punk wondering if she had said something to offend her friend. She replayed the conversation in her head, trying to find the moment that made Max so silent only to come up blank.

With a groan, Chloe took her keys from the ignition, grabbed her hoodie from the back and joined the group. She immediately noticed the stare down between Max and Warren, Kate looking fairly amused from the sidelines.

"What up?" Chloe questioned, pulling her sweatshirt on as she looked over at the reserved girl.

"They're arguing over which movie to watch. Warren wants a sci-fi movie and Max wants to see a comedy. I don't mind what we watch." Kate filled her in quickly and as soon as the words left her mouth, the punk was being cornered by the boy and her best friend.

"Come on Chloe, tell him we should see a comedy. I know you love comedies." Max stared up at her with big doe eyes and a pouted lip.

"No way. Max told me you love science! You can't impune science." Warren added his own pout to the equation and Chloe smirked at the absurdity of it all. It was nice to worry about the small things again, as opposed to life threatening storms and murderers. Though, Warren had another thing coming if he thought she would vote against her Max.

"Comedy it is." Chloe grinned as Warren's face crumpled in defeat and Max beamed up at her. What she didn't expect was the hand that gripped her necklace and pulled her down. She furrowed her brows at a smiling Max, about to ask what was happening when soft lips quickly pressed against her cheek. When the brunette pulled away and released her, Chloe stayed hunched over, her face a bright red. When had Max become so hella smooth? She quickly shook off her stupor, standing straight as she followed the others into the theater.

"Hey Max, why don't you and Kate get the seats and Chloe and I can grab the popcorn?" The punk shrugged when Max looked nervously over at her.

"Don't worry Spider Max I know what you want." She understood why Max seemed hesitant so she offered a confident smirk that seemed to placate the brunette. The four split up, Warren looking over at Chloe curiously.

"You aren't how I thought you'd be when you texted me a few months ago." Warren confessed, looking over at his companion who seemed to be ignoring him.

"What did you expect?" Chloe asked, debating if she wanted to get candy or just popcorn. Max would probably love her if she got the brunette gummy worms. That being the deciding factor, Chloe grabbed them and looked over at the boy.

"I don't know. What'd you think about me before now?"

"Well it was badass you headbutted Nathan that one time. Why? Are you crushing on me or something?" Warren sputtered, his cheeks becoming pink. He scratched the back of his head nervously before awkwardly chuckling.

"No. It's just…" Warren paused, not wanting to bring up Max's obvious crush on the punk. "I have a girlfriend." He amended, looking off to the side. "I just have always been curious about you since Max seemed to be… Fond of you. I think we could be pretty good bros." Warren mentally facepalmed at his awkward ramble but Chloe seemed genuinely amused.

"Dude, I think we became pretty good bros the day you beat the shit out of Nathan, even though Max stopped you." Warren nodded, trying to think of another topic. He didn't really like to remember the time he had hulked out.

"So what's you favorite subject in science?" Nerdy topic change but Chloe didn't seem to mind and they discussed different theories while paying for their snacks.

In the theater, Kate and Max sat in the back row, as close to the middle as they could get.

"So what do you think of Chloe?" Max asked, looking at her companion.

"She's cool. It's surprising you two are so close with how different you are." Kate smiled over at her. "She seems like a good person." Max's face lit up in a grin, she wasn't sure why she was nervous about Kate's opinion but she was. Hearing that she approved made her happy beyond reason.

"She really is." Max agreed, falling into a comfortable silence as some previews played. It wasn't long before Max spotted Warren and Chloe. She waved so they could find her and the duo raced up the stairs, a race Chloe won.

"Nice try dude, but I always win." Chloe grinned as she plopped down next to Max. Warren scoffed but had a smile on his face as well as he took a seat next to Chloe after handing Kate her drink. "Here Maximilian, grape soda cause you're a freak." Chloe handed the girl her cup, a smug smirk on her lips. The photographer watched as Chloe took a drink from her slushie with a raised brow.

"You're one to talk." Max stuck her tongue out, taking a drink of the purple fizzy liquid. Grape soda was the best thing about going to the movies for Max. For some reason it always tasted better. She wasn't surprised to see Chloe still ordered red and blue mixed slushies though. She looked away when Chloe glanced at her from the corner of her eye.

"You'll never guess what else I got." Chloe continued, grabbing onto the package in her pocket. "The best candy in the world. Gummy worms." With that, Chloe pulled out the bag of gummies and offered them to Max.

"No way! You are the best. This is why I keep you around." Max smiled at her friend before opening the pack and grabbing a random worm.

"And here I thought it was my badass attitude and hotness." Chloe scoffed, reaching over to pluck one of the candies from the bag.

"Thank you for my drink Warren." Kate spoke up, smiling at the boy who shrugged it off.

"It's no big deal, everyone needs a drink at the movies." The four were rather quiet afterwards, only talking to comment about an upcoming movie.

When the movie finally started, Chloe tried her best to focus on it but it's attempts at humor just weren't to her taste. She took to periodically looking at Max from the corner of her eye. Taking in all the small details. The way Max's face lit up when she laughed, or how serene her smile was when she was just slightly amused. Or how her brows immediately furrowed when an action scene began. The brunette was so beautiful even when she wasn't trying to be.

Naturally, she noticed right away when Max seemed to huddle in on herself, goosebumps barely visible in the dimly lit room. Without so much as a thought, Chloe shed her hoodie, immediately becoming aware of the coolness of the theater. It was chilly, but bearable. She quickly handed the article of clothing to Max who jumped at the unexpected contact. Blue eyes darted from the sweatshirt to Chloe and back.

"Go ahead, you're hella cold." The punk reassured. Max pulled on the hoodie, not minding the way her hair stood up with static.

"Thanks Chloe." Max whispered, pulling the hood into place and burrowing into the fabric. She tried not to notice the way it was still warm or how it smelled like Chloe.

The punk enjoyed seeing Max in her clothes more than she probably should have. There was something adorable about the way the clothing dwarfed Max despite their only slight size differences. Staring at her best friend wearing her clothes was cliche and she would deny doing it later, but in that moment Chloe didn't care.

Warren watched the two with a quirked brow. How could Max not feel the holes being drilled into the side of her head? Chloe changed into whole different person when she was looking at Max. She no longer seemed like a pissed off rebellious teen. Her lips wore a gentle smile and her eyes were impossibly soft.

If love could be described with a single expression, it would be that kind of look. It was unbelievable that Max and Chloe were so oblivious to the other's feelings. He should probably drop a hint to Max sometime, otherwise they would never figure it out. That thought in mind, he turned his attention back to the movie.

As the end credits rolled, Chloe quickly stretched, trying to play it cool. Warren flashed her a knowing smile before shaking his head, ignoring the finger she gave him. The four discussed the movie, and despite the boy's best efforts to cover for her, it was still abundantly clear Chloe had not paid attention.

"It's almost midnight, we'll have to sneak back into Blackwell." Kate piped up with a glance down at her phone. Chloe mentally thanked the girl for saving her from answering Max about why she didn't watch the movie.

"No problem, Max Payne and I are pros at this!" Chloe said, throwing an arm around the brunette and pulling her into her side. She smiled down at the shorter girl who shook her head.

"Oh yeah you delinquent, that's something we should be proud of."

"Well it _is_ kind of cool." Warren piped up, shoving his hands into his pockets and grinning. He had never had rebel friends so it was a nice change of pace to be around someone like Chloe. Most of his friends followed all of the rules, all the time. And while Warren didn't think of himself as a bad boy, he did like the idea of breaking the rules every once in a while.

"See? Even Warren approves." Chloe beamed, throwing a thumbs up to the boy who returned the gesture with a laugh. It seemed as though the two got along better than Max could've predicted.

"Fine, but let's not sneak into the pool again, deal?" Max asked, shrugging off Chloe's arm and walking ahead with Kate.

"Don't make that face, you loved it!" Chloe shouted after her, walking at a slower pace with Warren. The boy actually turned out to be really cool, despite their initial rivalry. She was sure the boy would have harbored a grudge over Max kissing her all those months ago, and her gloating text, but it seemed he didn't remember it.

"You two do a lot of cool stuff. Was that the reason she texted me about blowing up doors?" Warren remarked, laughing as he remembered getting the text in the middle of the night and how long he sat awake waiting for an explosion. He recalled paying extra attention to the doors the next day, but none seemed any worse for wear.

"Yeah but no need, my step-douche's keys got us into the pool." She still had no idea how much of that week Warren knew about so it was better to play it safe. Warren laughed, a bright smile on his face that made her wonder why Max had decided to turn him down. He was everything a girl could look for in a guy, if Chloe was looking for a guy, which she wasn't.

"You know, you spent all night staring at Max." Warren stated, making a simple observation.

"Dude, the fuck?" Chloe retorted, as eloquent as always. Surely there was a better way to respond but she couldn't come up with anything witty. She ignored how hot her face felt, choosing to focus on glaring daggers at the boy.

"Not judging, just something I noticed. Does she know?" Warren raised his hands in surrender, stopping so their conversation couldn't be overheard by the other two girls. The punk groaned when she realized he wouldn't just let it go. Cold brick dug into her clothed shoulder as she leaned against the theater. She fixed him with an defensive glare.

"Know what?"

"We both know you're too smart to play dumb." Warren spoke low, his face very serious. It was almost a compliment if he hadn't been scolding her. Chloe briefly wondered why she felt the need to discuss this with him at all, she could just kick his ass and move on.

"Fine.. But if you say one word of this to her, I will kick you right in the dick…" She narrowed her eyes at the boy who shook it off.

"I promise. Not a word, go on." He urged, glancing behind Chloe to see Kate and Max talking next to his car a good distance away.

"She doesn't know. I don't want to do anything weird." _She means too much to me._ Chloe added in her head, not wanting to completely let it all out in front of Warren. Part of her was slightly wary of the boy.

"Why not?"

"I've known her for forever dipshit, I'd rather not fuck it up." Chloe griped, folding her arms and glaring away from the boy. Warren watched as Max glanced over at them, obviously wondering why they had stopped.

"I get it, I really do. I went through the same thing." The boy chuckled humorlessly, his eyes staying on the photographer. When Max waved uncertainly, he returned the gesture with a thumbs up. "Granted, Max and I were friends for only a month before I decided to make a move."

"Your month's got nothing on my years."

"Then look at it this way. You've only known this Max for four months. Isn't that less daunting?" Brown eyes snapped to blue and Warren was relieved she was no longer glaring his way.

"Dude this is how she's always been. Hella cute, nosey and shy. It's not like I ran into a completely different person." It was surprising that such a usually confident person could talk herself out of admitting her feelings for someone.

"If it'll make you feel better, lemme tell you a story... Max rejected me, she flat out refused to date me."

"Gee way to lift my spirits there, champ." Chloe said with an exaggerated eye roll.

"No, listen." Warren's voice was stern, a sound Chloe thought impossible coming from such a meek kid. In fact, it would probably piss her off if she wasn't so shocked. "She told me no, but she still hangs out with me. I know she was oblivious for a while, but she definitely figured out how I felt about her and she is still here." He looked over at the brunette with a smile.

"The thing about Max is she… She doesn't let things like that get in the way of friendship." His eyes didn't stray from the girl in the parking lot. "She's my best friend. It was my pleasure to have my heart broken by her." Warren added, finally looking over at Chloe, grin still in place.

"Did… Did you just quote the goddamn Fault in Our Stars?" A blonde eyebrow arched at the boy, Chloe looking physically offended. "Dude don't make this gay." She halfheartedly pushed the boy's shoulder, unable to stop the laugh that bubbled out of her. Warren chuckled as well, happy to lighten the mood.

"I might've quoted it, but you knew the quote!"

"I read the book back in junior high for a class, what's your excuse?" Mushy conversation over, the duo began walking once again. Warren shook his head, not wanting to admit he had read the book. When they were a few feet from the others, he laid a hand on her shoulder.

"Think about it, okay?" Chloe met his eyes with a shrug.

"Yeah whatever." With that, they made it to Kate and Max who looked between the two with curious expressions.

"What were you two talking about?" Kate spoke, looking to Warren for an answer. Max kept her gaze fixed on Chloe, wondering if she had been right about Warren's crush. It seemed unlikely but she wasn't sure.

"He needed advice with his girlfriend." Chloe piped up, putting the boy in a half hearted headlock. "Advice only I, a lady killer, could give him." Warren laughed from his spot against Chloe's shoulder, not even struggling in the punk's grip. She released the boy with a grin, glad he didn't seem to mind the attack.

"Yeah, she was really helpful." Warren added, trying to play along.

"You asked Chloe for… Dating advice? Why?" Max asked, her brows furrowed. Warren paused in answering, trying to think of a way to respond.

"Because I know shit about girls?" Chloe shrugged, playing with her bracelets, feigning disinterest. She could feel Max's gaze on her, the brunette was probably thrown off. It wasn't like Chloe to help someone she didn't even know, or give serious advice.

"Oh. That's cool." Max stuttered out, facing Warren with a huge grin. "So you and Brooke huh?" The boy flushed at the astute observation before nodding. "I figured you two would make a good couple."

"Yes, you're both really good at science so it makes sense." Kate added in with a smile.

"I guess we just have chemistry together." Chloe groaned at the horrid pun while Max and Kate shook their heads with small smiles. The urge to be a smartass was strong, but Chloe reigned it in. She had a good night, she didn't want to hurt his feelings now.

"We should go back to school, but we're so going to talk about this." Max threatened the boy, already taking the steps back towards Chloe's truck. Chloe saluted the duo, joining Max in her truck. As soon as both of their doors closed, the punk could practically hear the thoughts running through the photographer's head.

"Fire away Maxwell, I can feel you thinking." Max sighed, trying to think of something to say only to come up with nothing. Her thoughts seemed all jumbled up, her mind racing. She was happy about Chloe getting on with Warren so easily but also confused.

"I'm just confused about Warren. I'm happy he has someone though. Kind of a bummer he didn't tell me about it." The punk scoffed at her friend.

"Of course he didn't. Girl, you guys have history, he's gotta fly solo for a bit. He'll come around. It's obvious you two are tight." Max reluctantly nodded, her friendship with Warren was very important to her. Perhaps it was unfair to expect him to trust her with his personal life after everything they had been through. After all, she hadn't told him about her time traveling powers.

"I getcha, thanks Chloe." It was silent for a few beats, Chloe's face cycling from curious to determined to unsure before finally settling on apprehensive.

"Hey, just curious, but how come you didn't like Warren… Ya know the way he liked you?" The question threw Max for a few moments as she wondered where it had come from.

"He was nice and all but… I don't know. I guess I never really saw him the way he saw me, does that make sense?" Chloe's nod was hesitant but she seemed to understand nonetheless.

"Yeah, that's how Rachel and I were." A quiet confession, the first time Chloe had mentioned Rachel in weeks. The admission caused a flare of sadness to shoot through Max. Unable to form words, she laid her hand on the punk's shoulder.

Her reassuring smile didn't quite reach her eyes, but then again, neither did Chloe's.

"I'm sorry Chloe." _So damn sorry I couldn't save her._ Though the words were unspoken, Max believed that Chloe knew. There was nothing to say in light of the tragedy, so Max just settled on being there for support.

"It's not your fault Super Max… You can't save everyone." The entire atmosphere of the truck had shifted. It left Max unable to form any reassurances as Chloe just stared straight out the window and ignored the moisture pooling in her eyes. Rachel had been a good friend, but she wouldn't want Chloe to dwell on it. Maybe it was time to honor Rachel's wishes and let her go. No matter how much time passed, the girl would forever be her angel… One of them anyway.

They made it to Blackwell in silence after that, Chloe and Max both exiting the truck. With a deep breath, Chloe willed her thoughts to more pleasant things.

"I can sneak in myself you know." Max stated with a quirked brow, not sure why Chloe had decided to join her.

"Oh c'mon rebel girl, you'd be caught in a minute flat without my awesome skills." Warren and Kate wandered up to the bickering couple; both looked out of place in the dark campus. If Chloe had to guess, she'd say they had never snuck out in their entire lives.

Sneaking into the dorm area was easy enough, considering there were no drunk principals for them to worry about. A few close calls with David had been enough for Warren to throw himself on the ground in a panic. His antics amused Chloe greatly, while Kate looked as terrified as he did. Max did her best when she tried to assuage their fears, though her attempts mostly fell flat.

"Two roads diverged in a wood." Warren stated, looking towards the door that led to the boys dorms.

"And you're taking the one less traveled by?" Max finished with a grin, one the boy wholeheartedly returned. Chloe scoffed at the dorky banter and rolled her eyes.

"And that has made all the difference. Goodnight Max Frost, you too Kate and Chloe." His eyes locked with Chloe's for a few extra moments before he departed. They watched as he disappeared behind the door before they continued on their way.

Getting to the girl's dorm was quick.

"Thanks for the fun night, I enjoyed it. It was nice meeting you Chloe." Kate's eyes drifted to the blue haired girl who was leaning against Max's door.

"Ditto Kate." Chloe smiled at the shy teen, happy when the girl seemed to return the gesture.

"Good night you two."

"Good night, sleep tight." Max said as Chloe replied with a simple;

"Night."

Kate waved as she entered her room and closed the door behind her. When Max turned around she came face to face with Chloe. The punk held the gaze for a few minutes before shuffling her weight back and forth.

"You gonna open the door, hippie?" Max didn't dignify her with a response, pushing past her best friend to unlock the door and get into her room.

The room was dark and Max seemed content to keep it that way as she flipped on the power bar next to her photo wall. Chloe followed her, glancing around the dimly lit room before falling onto the photographer's couch.

"Chloe, what are you doing?" Max spoke from her spot on her bed.

"It is cool if I crash here right? Or, shit, you probably have classes?" Before the punk could stand up and make a break for the door, Max held up her hands.

"Whoa, you're fine. Geez, since when does Chloe 'Badass' Price care about school?" Max laughed, watching the wheels turn in Chloe's head.

"Since I did a lot of shit to make you almost get expelled." Chloe looked away, eying Max's guitar that sat against one of the armrests. The photographer scrutinized her friend, Chloe acted almost, guilty. She didn't have much to feel guilty over, given that Max had always made her own choices.

"No worries, everything turned out." Max assured, leaning against her pillows with her eyes closed. After all was said and done, she was just happy Chloe was alive and well. For a few moments there, she was terrified that something would happen to make the punk stay dead. Luckily, the worst had not come to pass and they could both continue to live their lives.

"Hella yeah it did." Chloe agreed, glancing over at her best friend before closing her eyes as well. For the first time in years, the punk felt genuinely happy. She was alive, with Max, and life was good.

Life would be better if she would take Warren's advice and stop chickening out but that was a problem for another day. She was very content to just relax with Max again.

"Hey, get your ass up here Price... That's what I was going to say before." Chloe jumped at the sudden command, surprised the brunette would take the initiative to ask her onto the bed. Nevertheless, she picked herself up off the couch and stumbled through the quasi-darkness towards Max. She paused before joining the girl, deciding to poke a little fun at her best friend.

"I think you actually meant to say my cute ass. I mean, have you seen it?" Stupidly confident Chloe was the Chloe Max envied. With Chloe's help, her confidence was building but self assurance doesn't magically appear overnight.

"Oh my sincerest apologies, your hotness. I can't believe I forgot to note how superb your ass is." Chloe didn't need lights on to know Max had a shit-eating grin covering her face. The punk folded her arms, dramatically looking away from the photographer.

"You know you earned brownie points for the suck up, but lost them for being a total smart ass."

"Oh shut up, you love me."

"Whatever helps you sleep at night Caulfield." Chloe choked out, plopping down on the bed and trapping the smaller girl under her. Max didn't even struggle at the weight being placed on her and simply patted the blue haired teen on the head.

"You help me sleep at night… Because I'd rather be unconscious than deal with you." Chloe snorted, positioning herself so she was hovering over her friend in indignant outrage.

"I'll knock you out." Chloe piped, narrowing her eyes.

Max was the first to notice the sudden close proximity. Her heart immediately beating faster, blood rushing to her face as Chloe cluelessly looked down at her. The lamps against the wall next to them cast a romantic light over the duo. Had the circumstances been better, Max would've loved to kiss Chloe and she nearly did when she met adoring blue eyes. Before she could act on her outrageous thought, she turned her eyes towards the wall.

Chloe grinned down at her friend, ready to continue the snark contest when all methods of communication left her brain. It shouldn't have been a big deal. She was just teasing her friend, but that was before the brunette's eyes darted from her eyes to her mouth and back. The idea to kiss Max flitted through her mind like a butterfly. She quickly ignored the thought when the photographer's eyes were abruptly aimed towards the wall. It was an intimate moment, one Chloe was suddenly unsure if Max wanted. Her eyes softened for a brief moment before she pushed herself off her friend and against the wall. Her back hit the wall with a loud thunk.

"Goddammit."

"Karma's revenge." Max laughed despite the punk's very heated glare. "And I didn't even have to do anything." She continued, sticking her tongue out at the older girl who pouted.

"Yeah but you could've helped a sista out by rewinding, asshole." Chloe sulked, turning to face the wall.

"You are such a baby today." Max snarked, immune to the punk's high jinks. "Oh no, looks like Chloe needs a hug." The photographer cooed, wrapping her arms around the brooding skater. She hugged the girl close, burying her nose against Chloe's form fitting t-shirt.

"You're shorter than me Caulfield, you don't qualify for the big spoon position." Chloe mumbled against the sheets. Her protests were weak as she found it very relaxing to be held by her best friend.

"Damn, how will I survive?" Max quipped, pressing her forehead into the back of the punk's neck. Her mood shifted from playful to serious in seconds. "I'm…" The brunette paused, eyes clenched shut and grip tight. She was struck with the urge to show her best friend affection, to let her know they were both alive and okay. "I'm so glad you're alive." Her shaky words caused the punk to try to twist in her grip, an action Max did not allow.

"Max." The name spilled from Chloe's lips before she could stop it. "C'mon Max, loosen the death grip… Pretty please." The moment the brunette let up, Chloe rolled over. Her arms wound around Max's shoulders as the hug was returned.

"Chloe." Max whispered, trying to swallow the lump in her throat, her breath hot against the skater's sternum.

"I'm here Max, I'm not going anywhere." Chloe promised, trying to ease her friend's doubts.

"I'm not either Chloe. I'm never, ever, leaving you. If you go, I go. Anywhere." The words Chloe wanted to hear five years prior had finally been spoken. A mere whisper against her chest in the middle of the night that echoed in the punk's ears for moments long after she had fallen asleep.


	2. Shut Up Chloe

The two woke up much how they had fallen asleep, in one another's arms. Chloe was the first to blink awake, courtesy to the light piercing through the window straight into her face. With a groan, she buried her face into Max's hair. The smell of fruity shampoo surrounded her, not the worst place to take refuge from the blinding sunrays.

"Why you so loud?" Max whined from somewhere near her chest, obviously not fully awake. The brunette cuddled closer, taking her arms out from around Chloe to grab fistfuls of the girl's top. Had either been fully conscious, they would've blushed at the contact. Instead, Chloe unabashedly dropped her fingers to draw different patterns against the photographer's back. It wasn't long before the soothing motion sent Chloe back into her much needed slumber.

Both girls were rattled awake by the sudden alarm blaring from Max's phone.

"Fuck this shit, Max, fuck it right now." Chloe groaned out, having fallen asleep what felt like mere minutes prior. The brunette muttered something undeniably sarcastic as she rolled over and slapped the snooze button with expert precision.

Her trouble was rewarded with a warm figure colliding into her back and arms drawing her against a familiar body. She would take on alarm clocks every morning if it got Chloe to hug her every time. Somewhere in her sleepy mind, she registered a half awake kiss being pressed against her temple before the punk was out like a light.

"Yeah gotta take down more alarm clocks." Max mumbled as she fell into her dreams as well.

The next alarm to go off was much worse than her phone, and a lot more awkward.

"Hey selfie ho, what the hell happened in our history class on… Wednesday?" Victoria had burst into Max's unlocked room, already in full blown rant. It took her four seconds to realize the brunette had been asleep before her intrusion. It took her another two to realize Max was not alone.

Max was curled into a ball near the edge of her bed, a vaguely familiar blue haired girl wrapped around her.

Victoria didn't even second guess her decision to snap a photo, it would either be for blackmail purposes or she'd actually edit it to look good. It was undecided, as the two had a strenuous friendship at best.

"Victoria?" The brunette asked, one eye cracked open.

"Why are you sleeping, classes start in like fifteen minutes?" Her words caused Max's eyes to shoot open and the girl to jump out of bed. Frantically, Max searched her room for her books, deciding she still had time to do her usual morning routine sans shower. It was lucky they had fallen asleep fully dressed.

"Max?" A groggy voice spoke, which caused Victoria's judgemental gaze to land on the girl in Max's bed. The beanie that was covering her head fell off to unveil her unkempt blue hair. Victoria watched with undisguised amusement as the girl tried to will herself into an actual sitting position.

"Hey I have class, go back to sleep." Max softly commanded, stopping in her attempts to pull on her second shoe so she could kneel down in front of Chloe. Blonde eyebrows furrowed together, as if education was a foreign concept to the girl. "I'll be back later, okay? Try not to cause too much trouble." Because she couldn't stand to see the lost look on Chloe's face, Max rested a hand on the punk's jaw. Blurry blue eyes blinked owlishly at her as she placed a gentle kiss to Chloe's cheek.

"Gag." Victoria spoke from her spot against the doorframe. It was odd, but the pretentious girl found herself trying to hide a smile at the duo. Max glared over at her, Chloe lazily flipping her off before rolling over.

"What did you want, Victoria?" Max questioned, leading the girl out of her room so Chloe could continue to sleep. Victoria had almost forgotten why she had barged into the girl's room.

"I needed the history notes from Wednesday, Courtney and Taylor are useless." As the girl handed over her notes without a second thought, Victoria's brain came to a decision. She wouldn't blackmail the brunette. Max had plenty of chances to embarrass her, yet the girl never took them. Maybe it was time to end their pointless rivalry.

The photographer's day passed slowly, classes the furthest thing from her mind as she wondered about Chloe. She wondered if the punk would sleep all day, or if she would even still be in Max's dorm when she got back. Sleepovers were a somewhat common occurrence, though they never took place at Blackwell. Most of her doodles that day were of Chloe, some with Warren and Kate as well. She was still glad everyone had gotten along.

By the time the final bell rang, Max was more than ready to be done with school for the day. She quickly packed her supplies into her bag, waiting for Kate to exit the room with her. Warren joined the two as soon as they exited their class, having waited for them.

"How's it going ladies?" The boy asked, putting his hands in his pockets as he wandered down the hall with the two girls.

"Today has been neverending." Max complained, not surprised to see her friends nodding in unison.

"I bet, what time did you and Chloe get to sleep?" Kate questioned, feeling like she said the wrong thing as Warren immediately flushed.

"I don't know, I just know sleepovers on a school night should be banned. I almost didn't wake up this morning, Victoria had to wake me up." Both of her friends seemed surprised at the news. Though Victoria had become a noticeably nicer person, she was still herself.

"Victoria?"

"Yeah she totally barged in on us and woke up Chloe. It was kind of cute." Max laughed, remembering how confused Chloe had been. Chloe was adorable in the morning.

"You think Chloe's cute?" Warren questioned, trying to ignore the warning glare Kate shot him. He wanted to help and Max was obviously unobservant on her own. .

"Uhm… Yeah? Is that weird?" The photographer played with her bag strap, avoiding Warren's gaze.

"Not weird." Warren stretched the word out as if weird was exactly what it was. "I'm not judging you for crushing Max… Just…" The right words never came to him and he abruptly snapped his mouth shut.

"Have you noticed how she looks at you?" Kate spoke up, trying to cheer up the crestfallen Max.

"No... Why? Do you think she's noticed?" Panic flooded through the photographer's body as she jumped to conclusions. But Kate offered her an encouraging smile which immediately began to placate her nerves.

"I think she likes you." Kate admitted softly, as if afraid someone would overhear them in the abandoned hallway. "It's pretty adorable really." The quiet girl pressed on, her calming smile never sliding off her face.

"Oh." That was the best Max could do, a quiet exclamation of surprise. What does someone say in light of finding out their best friend might harbor secret affection for them?

"Yeah it's totally obvious for anyone with eyes... Isn't that her hoodie?" Warren piped up from his spot next to the brunette, a bright smile on his face. It wasn't betraying trust if he simply dropped a hint. Max eyed the black sweatshirt she had forgotten she had been wearing since the movies.

"What Warren is _trying_ to say is, pay close attention to how Chloe acts around you. It may surprise you." Kate elaborated, coming to the floundering boy's aid once again.

"I'll keep that in mind." Max murmured, thoroughly confused by the strange turn of events.

"That being said, Kate and I need to go to the library… Alone… Right now, immediately. You should find Chloe." With all the grace of a drunken deer, Warren scurried away with a very amused Kate reluctantly following.

Being left with no real choice, the photographer made her way out of the building, intent on finding Chloe. The first and most obvious place to check being her dorm room. As she made her way across the quad, she glanced up at the dark, cloudy sky. Her mind immediately flashed with a memory of the tornado.

She shook it off as fast as possible, reminding herself that it was in the past. Right when she started to walk again, she froze mid step. She had noticed a familiar flash of blue hair. Her eyes stared at Chloe as she glided effortlessly along on a skateboard. It had been so long since Max had seen her friend skating.

Not willing to ruin Chloe's fun, the brunette kept quiet as she approached. Her camera was out in seconds when she heard Justin mention some sort of trick. The trick must have been fairly difficult since all of the skaters had their attention on Chloe. A grin broke out on the girl's face as talked to the group before she took off down the pavement. Skateboarding had always come easy to the punk, even before Max left.

She seemed to have found the speed she was looking for as she kicked the board up, grinding on a rail before flipping the board off of it. If skaters were Max's type then it wasn't so strange that she found Chloe infinitely sexy at that moment. Her hands moved on their own while she was otherwise occupied by the sheer sex appeal Chloe exuded. Apparently she had captured the flip off the rail, including Chloe's smug smirk. The punk kicked the board up, moving back to the guys with her grin fully in tact.

"Pay up you nay sayer!" Chloe laughed as Trevor reluctantly handed over a twenty. She pocketed the money before high fiving Justin, who obviously shared Max's attraction to the punk.

"Chloe, a chick after my heart." He placed a hand over his chest and looked up at the girl with undisguised admiration.

"Dude, knock it off." Chloe pushed the boy, still looking rather smug. It was then that Max decided to announce her presence, walking up to her friend with the picture in hand.

"That was pretty badass." Max admitted, causing Chloe to spin around.

"Am I ever anything but?" She leaned towards the brunette, crossing her arms but practically dancing in place. Deciding not to comment, Max handed the skater the photo. Chloe looked at the picture in awe.

"Amazeballs, you got the perfect shot! Max I could kiss you!" Chloe declared, shooting forward and picking Max up off her feet in an overly enthusiastic hug. Her excitement was palpable as she squeezed the shorter girl briefly before returning her to the ground.

"I kiss you once and you're all over me?" Max shot back at her, trying and failing to keep the proud smile off her face. Chloe's eyes scanned hers, the punk opening her mouth to speak when a third voice made it's presence known.

"Details please." Justin spoke up, reminding the two they were not alone.

"Dude, don't make me hit you." It was a half-hearted threat on Chloe's part, but one Max knew she would follow through with.

"Sorry." Justin sarcastically apologized, resulting in Chloe's rarely seen double handed flip off.

"C'mon Mighty Max, I think it might rain soon. See you losers later." The group of skater boys responded in kind as Chloe and Max left the quad. They had made it to the dorm's gate when the sky opened up, unleashing a bitterly cold torrent of rain.

"Wow Girl Wonder, maybe your super power is weather. Let's go, it's freezing." The downpour drowned out most of Max's words, though Chloe still got the jist. Slowly, the taller teen extended her hand, happy when the brunette intertwined their fingers without a conscious thought.

"Let's dance." The skater suggested, already attempting to twirl the girl. A feat that would've been successful had Max not refused to move. "C'mon hippie, work with me!" And suddenly Max's hands were completely confiscated by the older teen's. Chloe tried to move Max's arms in an attempt to make her dance in some way.

"This is how people get pneumonia and die." Max spoke gravely, already feeling the chill of the wind against her soaked clothes

"When did you become my mom? Just one dance, we can even dance towards the door." Chloe shimmied, causing Max's carefully stoic mask to crumble for a moment as she smiled. It didn't take long for the completely serious face to return, not slipping again despite Chloe's antics. It only took Chloe's refusal to move to make Max finally join her friend in an awkward grade school version of a slow dance. Her lack of rhythm was obvious as she literally had no idea what she was doing. Chloe only smiled before releasing one of the shorter girl's hand and twirling her.

"Fuck yeah! We're rockin' it Max." Chloe called over the heavy rain around them, carefully leading the girl towards the door while maintaining their impromptu waltz… Or something similar that involved a lot of clumsy spinning. She brought Max down in a dip as they reached the door, rain dripping from Chloe's face.

Even with their sudden change in proximity, the shift in Chloe's smile was evident. And just like that, Max understood what Warren and Kate had been referring to.

Standing in the rain, dancing with Chloe had made everything painfully obvious. Chloe did treat her differently than everyone else. Instead of smirking, her smile was subtle and her eyes seemed to be focused completely on Max.

Chloe liked her. More than that, Chloe had a crush on her. Max briefly wondered how long she had been so blind. Her friends had picked up on it after only one evening out together, yet a look like that didn't just pop up overnight. She was noticeably disappointed when Chloe pulled her back to her feet and gestured towards the door.

"I wouldn't want my grandma to get pneumonia so we'd better get her inside." Max huffed, unamused at the teasing., yet unable to do much besides blush. "Hey, you know I'm just playin around, right?" Chloe murmured when she realized Max wasn't following her into the dorms.

"Hm? Oh yeah." To say the brunette was distracted by her newfound knowledge would be a colossal understatement. It was rolling around her mind, taking over her thoughts and she found herself unable to focus on anything but Chloe's crush.

"You gonna walk yourself?" She snapped out of her thoughts as the punk laid a hand on her sopping wet shoulder. Max just nodded rapidly, joining her friend at the door. Chloe noticed her odd behavior but chose not to comment. If it was important, she would tell Chloe eventually. Though the dorms were warmer than outside, they were still cool.

"It's so damn cold everywhere." The photographer whined, wrapping her arms around herself. She looked over at her friend who raised an unimpressed brow at her.

"Don't mind me, the best friend who's hoodie you've been flaunting all day." Chloe spoke, gesturing to her short sleeved t-shirt. "I'm gonna steal your clothes for a change." With that, the blue haired teen sprinted down the hall to Max's room.

Since keeping up with a running Chloe was impossible for the short legged photographer, Max kept her slow pace. By the time Max had reached her room, Chloe was already donning a new outfit. The punk was drying her hair with one of Max's many towels, completely unaware of her gawking friend.

A pair of shorts for Max equated to cotton daisy dukes for her taller friend. And apparently her shirts were not long enough for Chloe as the gentle slopes of the girl's hips were on display. Honestly her friend just looked like she had dried her clothes on the highest setting which resulted in their shrinking. Max didn't mean to laugh, but she was unable to stop even as Chloe threw the towel at her face.

"Shut up Tiny Tim, it's not my fault you haven't grown since you were twelve." With that, Chloe grabbed the covers off the bed and enveloped herself in a warm cocoon. Max quickly changed clothes as well, briefly drying her hair before Chloe came up from behind her, wrapping herself and the blanket around Max's shoulders.

"Don't want you to get pneumonia." Chloe said when Max shot her a look over her shoulder. The words caused warmth to flood Max's body, a smile breaking across her face. The arms around her shoulders squeezed as if the brief gesture would make the photographer warm. There wasn't much else Chloe could do since her hands were full of blanket.

"It's the least you could do for holding me dance hostage in the rain."

"But you had fun, right?" The tone of Chloe's voice implied she knew the answer to that question. But Max answered anyway.

"Yeah." The duo stood looking out the window at the torrential downpour for a while, Chloe's chin coming to rest on Max's shoulder. With their height difference, it was probably uncomfortable for the punk, but she didn't complain and Max didn't point it out.

Rain splattered against the frame, creating a monotonous beat before a crack of thunder caused the brunette to jump. Her shoulder collided with Chloe's jaw, making the teen pull away with an exclamation of pain.

"Fuck, what was that about?"

"Oh my lord, I'm so sorry!"

The two spoke at the same time, Chloe rubbing the sore spot on her jaw as Max held her hands up in an awkward attempt to help the punk. She was surprised when a hand grabbed her right and brought it down to her side.

"No need to rewind superhero, I'll live… Barely." Max opened her mouth to deny the accusation but another rumble of thunder made a shock run through her body. She looked towards the window with a racing heart. Lightning danced through the sky, and Max watched it cautiously.

It was irrational to think that thunder meant a tornado would roll in. However, her mind kept jumping to conclusions, each as terrible as the one before. She had had enough of storms when she was trying to save Arcadia Bay from natural disaster.

"Hey, hey it's okay." Chloe's voice was muffled, almost drowned out by the ringing in her ears. Her vision blurred with unshed tears as she dragged her eyes over to meet Chloe's. "Max, breathe. I'm right here." Cold, gut twisting panic overtook her. Her hands shook and her knees wobbled.

"Chlo." It felt like a hand was squeezing her heart and she felt lightheaded. Warm hands touched her face, blocking the window from view and forcing her to focus on Chloe.

"Breathe Max, you're okay. We're both okay." Chloe tried her best to hide her nervousness so she wouldn't further agitate the brunette. She wracked her brain trying to figure out a way to keep her friend from freaking out. Deciding that kissing Max could cause the panic attack to worsen, Chloe grabbed one of the girl's hands and pressed it against her chest. Though slightly accelerated, her heart was beating strongly against her ribs.

"See? Still beating, no need to freak." Max closed her eyes, focusing solely on the thrumming pulse against her palm. It calmed her knowing that Chloe was still alive, thanks to her. The hand gripping her heart relaxed a little, making it easier to breathe.

She tried to speak, only to find herself unable to do much more than whimper. It finally clicked with Chloe that the storm was making the brunette panic. It really should've been obvious given that the thunder was what had caused her to jump initially. Plus she had told Chloe about her visions before.

"The tornado isn't coming back Max, it's just a storm." Carefully, Max removed her hand from the skater's chest, only to press her ear against the spot where Chloe's heart beat the loudest. The move caused the pulse to quicken before she took two calming breaths, an action Max seemed to mimic.

Neither one knew how long they stood there, Chloe trying to assure Max the tornado was no longer a threat. It seemed like hours had passed before the photographer had calmed down.

"S-sorry." The word was little more than a squeak, and the brunette had to clear her throat.

"No worries supergirl." Chloe's arms wound around her shoulders, holding the brunette close to her.

"Maybe we should sit down, my legs are hella tired." Max admitted with a small breathless laugh. Surprised when Chloe was suddenly bending down and lifting her off her feet. "Chloe what the hell?"

"Don't even start, Caulfield." With that, the punk took four steps and fell onto the bed with the photographer landing on top of her in a crash of bony limbs. "Okay I'll admit, that was a dumbass move on my part."

"I didn't need rewind powers to know that." Max laughed stronger, causing Chloe to just shake her head affectionately. She would do stupid things to cheer up the photographer any day. At least Max wasn't paying attention to the storm.

"Ouch, you wound me Max." The brunette pushed herself off her friend, holding herself above the skater.

"Oh how the tables have turned." Her words were quiet but they didn't need to be loud with how close the two were. All the worries in Max's mind disappeared as she took in Chloe's concerned face. "But really, thanks Chlo."

"No problem Maximo." Chloe stuttered out, looking at anything that wasn't Max.

"You know…" Max wasn't sure she wanted to have this conversation right after having a panic attack but there was something in the way Chloe looked up at her that urged her to continue. "Warren and Kate told me some interesting things earlier." She raised a brow at the punk's suddenly defensive glower.

"Oh yeah?" Chloe hummed, her expression unreadable.

"Yep. Kate seems to think you have a crush on me. Warren was his usual dorky self, but I got that he agreed. Your thoughts?" Her tone was casually flippant as if they were discussing the weather. Red immediately covered Chloe's face and she swallowed thickly. There was no reason to be nervous, she admitted to liking Rachel with pride yet admitting her feelings to Max seemed infinitely more difficult.

"Your friends seem nosey." Was the response Chloe eventually was able to force out, not missing the slight disappointed frown that crossed Max's face.

"Maybe or maybe they're right."

"Dude, does it matter?" Chloe questioned, her eyebrows furrowing together in annoyance. There was no reason for Max to push her into confessing when Warren had obviously already opened his big mouth. _Mental note: kill the weasel._ Chloe thought while refusing to meet Max's gaze.

"It matters to me, yeah."

"Fine! I do okay?! I know Warren told you so you can stop pretending you don't know that we talked about it last night." The need to run coursed through Chloe's veins and she wanted to take off to another city.

"You talked to Warren about crushing on me last night?" Max questioned, her eyes widening and her brain buffering as she tried to take in everything Chloe had told her.

"He... Didn't tell you? Fuck, could this get worse?" Chloe threw an arm over her eyes, wanting nothing more than to sink into the mattress and never come out.

"Wait, you _**do**_ like me?" At the skater's groan, Max beamed. "Why Miss Price why didn't you say so?" With an irritated sigh, Chloe lowered her arm off her face and sat up, abruptly forcing Max onto her knees as she struggled to stay upright. Her hands shot out and grabbed onto Chloe's shoulders to keep herself oriented.

"Because it doesn't fucking matter, does it? Save it, I've heard it all before." Rachel had denied her affections, gently letting her down. They stayed the best of friends despite that, and Chloe guessed she could do the same with the brunette on her lap. While a furious Chloe was definitely hot, Max thought it might be smart to assuage the girl's fears before it got out of hand.

"It does matter-"

"Does it Max? Will you get off me? I'd rather you not give me the friend speech while straddling me." Chloe ranted, not letting Max finish her sentence.

"Chloe would you just-"

" _Would_ _you just_ get off me Caulfield?" Deciding Chloe was not going to allow her to speak, Max leaned in to press a very chaste kiss to the girl's frowning lips. "Wait… What?"

"Chloe, I like you but you really need to work on not flipping shit when I'm trying to tell you I return your feelings." It took a few seconds for the words to sink in before a full blown smile bloomed on Chloe's face.

"Really?" Nervousness crept into the punk's voice as she looked up at Max.

"Really." Max nodded, bringing one hand to Chloe's cheek and pulling her in for another kiss. The second kiss lasted longer than the first given that Chloe was reciprocating the affection. Her hands shot down to rest on the photographer's hips as she pushed into the kiss a little more.

"Wait." Chloe gasped, pulling away but staying close enough that their lips were still brushing. "How long have you liked me?" Max narrowed her eyes at the idiot who was looking curiously at her.

"Shut up."She huffed, inching forward to press her lips against Chloe's. The contact lasted a few seconds before Chloe pulled away again, Max following the punk's mouth. Chloe kept just out of reach in order to ask her questions.

"Like days? Weeks? Give me a time frame."

"Jesus Christ Chloe do you really want to ask stupid questions right now?" The punk opened her mouth just to close it as she realized how ridiculous she was being. She had a very pretty girl straddling her and she wanted to talk?

"No." Deciding not to waste any more time talking, she closed her eyes and met the photographer halfway. Max smiled into the kiss, happy she had finally gotten Chloe to shut up. Their lips clashed and Max stopped thinking the moment Chloe's teeth dug into her bottom lip softly. She was breathing heavily by the time Chloe pulled away once again.

"You're beautiful, Max." But then again, she really did love hearing Chloe's voice sometimes.


	3. Yellow and Red

When Chloe pulled away for what seemed like the fiftieth time, Max sighed. Obviously God didn't want her to fully experience the joys of making out. She pushed feebly on the punk's shoulders in a half-hearted attempt to get her to lay down. Chloe demonstrated exceptional core strength by resisting the force and remaining upright.

"Down girl." Chloe joked with a chuckle. Her voice was fairly normal, not seeming as breathless as the photographer's on top of her.

"Did I do something wrong?" Max was no stranger to feelings of inadequacy. Especially considering her lack of experience in all things sexual.

"What?" The thought had never crossed the blue haired teen's mind if her thoroughly befuddled expression was any indication. "Fuck no. You're good." Chloe assured, briefly running her hands up the brunette's sides in what she hoped was reassuring motion. Max averted her eyes, inwardly cursing her innocence.

"Oh." The younger girl breathed, chewing on her bottom lip absentmindedly. She failed to notice blue eyes following the motion with rapt interest.

"I uh…. Shit, I just want to do this right. Like you hella deserve it, so I wanna take you on a date?" Chloe explained, her statement turning more into a question with the way her vocal inflection hitched. Mushy heartfelt speeches weren't common for the punk, she preferred to share her feelings through jokes and sarcasm. But she wanted to try. For Max.

"... A date?" Not a foreign concept but oddly shocking to Max.

"Yeah? You know, a date. People tend to go on them from time to time? Mostly to be that gross annoying couple making out in the corner." Max rolled her eyes at the deadpan description.

"I know what a date is, you nerd." Chloe's hands excitedly gripped the brunette's waist as she grinned.

"So is that a yes?" Big puppy eyes stared up at Max, while the brunette just shook her head at Chloe's antics. _So damn cute._

"Well if I say yes will you stop killing the mood?" All at once the excitement in the skater died, her eyes suddenly darting around the room anxiously. Max blinked at the sudden change, wondering what she had said to cause the girl so much distress. In an attempt to get Chloe to open up, Max took the skater's hands in her own.

"Uhm… Shit." Chloe opened her mouth to continue before snapping it back shut.

"What's wrong Chlo?" Lost blue eyes glanced up to meet Max's before going down to the hands that were now joined between them.

"It's just… I mean kissing is hella awesome, but…" Max smiled encouragingly at the girl before trying to ease the sudden tension.

"Don't tell me you're a virgin." Though never specifically stated, Max had gathered that Chloe was not. Sure enough, indignation shot across the punk's face as she balked at the brunette's insinuation.

"Dude, no. I'm like a sex goddess!" The photographer rolled her eyes at the vehement refusal with a small laugh. "You're not though." Her ears had to strain to hear the mumbled words and blood immediately flooded her face. "Shit, no, I don't mean it like that!" Max sighed in defeat, scooting off Chloe and sitting against her photo wall carefully. Chloe followed the girl, eyebrows furrowed and panic written on her face.

"How'd you mean it then?" Max questioned, slightly wounded by the accusation. Although the words seemed hurtful, she knew Chloe. Chloe had always been terrible with articulating her feelings.

"I just meant that you've never done this." Chloe choked out awkwardly, looking down before continuing. "And if I'm gonna be your first… Everything, I want to be good... You know?" In some weird way, she did understand what Chloe meant. "I just want everything to be special and romantic and shit. Y'know, take it slow... I want to be good enough." Chloe elaborated, taking Max's silence as anger. _I just never thought anyone was good enough for you… Except me._ The words Chloe had spoken one afternoon flitted through the photographer's mind like a dream.

"Okay, you monumental ignoramus, I get it." Relief flooded Chloe's face as she moved in to press a quick peck to Max's lips.

"Good, so my epic failure at being smooth aside, is that a yes?" Max smiled, nodding her consent. "Awesome, so uh how about we watch a movie?" A completely innocent suggestion that Max immediately wanted to turn down, just to be able to continue teasing Chloe for a few extra minutes. In the end she just shrugged, picking herself up off the bed to go grab her laptop.

"Deal but you better not fall asleep on me like you always do."

"Fine, I swear I won't fall asleep." _Not with you here, not yet._ The image of the alternate universe Chloe shot through her head. Blonde and in pain yet seemingly content just having her best friend back in her life. She shook the thought off, turning around to see Chloe blue haired and alive. The punk raised an eyebrow at her, curious as to why Max was just staring.

"I know what you're thinking." Chloe started, a slow smirk tugging at her lips. "But I don't think you can pull off the yawn and grab." Max rolled her eyes and shook her head while the punk raised her eyebrows.

"Damn, there goes my idea. I was actually thinking you could choose the movie." Max managed to snark, handing over her computer with a half hearted smile. Her mind lingered on the other timeline Chloe and she briefly wondered what had happened after she had left. Confusion grew on Chloe's face at the brunette's odd behavior, her brow furrowed.

"If the storm is still freaking you out, I can turn on the lights or something?" Chloe proposed, glancing from the light switch back to Max, already moving the laptop off to the side so she could get up if need be. It wasn't too terribly dark, but lights would definitely help get rid of the flashes of lightning that periodically lit up the room. The genuine concern in her voice caused a real smile to overtake Max's lips and she plopped back onto the bed.

"No, I'm good." Max reassured, scooting back in between Chloe's legs. Max chose to rest her back against Chloe's front, a move that seemed to fluster the older teen. The photographer grabbed the laptop, placing it on her legs and leaned a little bit more into the skater.

"So, what's your stance on watching a porn movie?" Chloe asked seriously, wrapping her arms around the brunette with a smirk. Max didn't even bat an eye at the question, simply typing something into her computer.

"Sure, any suggestions?" Dozens of search results depicting various porn sites popped up. Though Chloe was impressed with Max's sarcasm, she knew that the brunette would not appreciate sitting through twenty minutes to an hour's worth of uncomfortable man grunting and fake moaning.

"Uh, Beauty and the Beast?"

"My favorite porno. How did you know?" Max fake gasped, typing in the movie title and sifting through search results until she found a site she trusted.

"Dude we used to spend everyday together. I know what you like, Caulfield." Max lifted an eyebrow, throwing a coy glance behind her. Chloe swallowed hard at the look, trying to appear unaffected.

"I'm sure you're a quick learner. Probably a _hands on_ kind of girl." Blood immediately rushed to the punk's cheeks, a bright red in contrast to her blue hair. The sultry look on Max's face slid off as she laughed. "You are too easy." Laughter continued to erupt from the brunette as Chloe scowled. Flirty Max was new but definitely something Chloe wouldn't mind getting used to.

"I must not be that easy since you haven't gotten me in bed yet." Max's amusement died when the blue haired skater leaned forward to press a kiss to the shell of her ear. Her tongue briefly ran up the smooth skin before she placed a gentle bite to the top.

"You may not notice, but you **are** in my bed you ignorant potato." The obviously flustered photographer stuttered out, her mind lagging slowly behind.

"Did you just call me a potato? What's wrong Caulfield, too hot and bothered to be witty?" Chloe chuckled, her frame shaking obnoxiously behind Max.

"You wish." Max mumbled, shaking off the haze surrounding her thoughts.

"You know if you wanna get hot and bothered, all you have to do is ask." Chloe's voice was low, her breath fanning over Max's ear.

"Oh no, you already ruined that moment. That ship has sailed and you are not on it." The brunette grumbled, she would love to waste the day kissing Chloe. However, that wasn't going to happen when the punk was just trying to get under her skin.

"But why get on a ship when I could get on you?" Max groaned, trying her best to fix her best friend with a icy glare over her shoulder. "Oh I get it! You're into roleplay... Well first mate, the captain has an order for you." Chloe said waggling her eyebrows and biting her tongue in an attempt to keep her shit-eating grin at bay.

"Dear lord, no. You're not ruining our childhood because you feel like being an asshat." Max turned her attention back to her computer screen, pressing play on the fully loaded video.

"Ruining or making better?"

"Ruining." Max didn't even pause in her answer, thoroughly shutting Chloe down. With the brunette focused fully on the movie, the punk found herself bored to tears. As children, they had watched Beauty and the Beast once every weekend for an entire two months.

"Isn't it weird that everyone talks shit about Belle even though she just likes to read?" Chloe asked, relaxing further against the wall, letting her chin rest on the top of Max's head.

"Well she does show a book to a sheep, that pretty weird." Max rebuts, smiling slightly and sinking back into the punk's loose embrace. "What if she's that weird girl in school that's like obsessed with animals?"

"There's always one." Chloe nods sagely, as if she had never thought of that possibility. The two went back and forth throughout the whole movie. Sharing their thoughts on what was weird and what was unlikely. It was odd, Max usually hated when people talked over a movie but when Chloe did it, it wasn't so bad. Perhaps it was because Max could practically recite every line in the movie or maybe it was just because it was Chloe.

"Beast would so be dead. There's no way Belle could keep him from falling off the goddamn roof. He's like the size of a fridge." Chloe observed, too into the movie to notice she was being petty over a Disney cartoon.

"Here comes the most underwhelming reveal ever... Beast is so ugly as a human."

"The up the nose shot sure as fuck doesn't do him any favors." Chloe muttered in agreement, smiling at the happy ending regardless. The soft sound of the credits was drowned out by Chloe's voice.

"So, remember when I asked you how long you've liked me?" Max sighed, bringing Chloe's hand up to hold it. Chloe watched the photographer play with her palm for a bit, a gentle smile on her face.

"I remember, you dork, it was literally only three hours ago... I don't know though. It wasn't a conscious decision, it just kinda happened." She felt Chloe's nod and the punk's hand jerked when the photographer hit a ticklish spot. "How about you, Casanova? When did you realize you were hopelessly enamored with me?"

"Stop drawing satanic symbols on my hand, I can't focus." Chloe halfheartedly whined, not minding when the brunette's attention shifted to her fingers. "I guess I've liked you for a while." Her answer was stunningly vague for someone who expected Max to narrow her answer down to the exact second she realized she had a crush.

"Whoa, take a breath Chloe. Don't hurt yourself with such a long winded answer." Max grinned when the punk let out a huff of laughter. Chloe seemed unusually guarded with her answer.

"Fine, you want specifics Inspector Caulfield? I realized I was hopelessly _enamored_ with you way back before you left for Seattle. You, my dad and I were making pancakes. He left and you said some stuff to me. It just seemed like you really cared, y'know?" They sat silently for a few seconds before Chloe continued. "I know, it's pathetic. My dad dies and I remember having a fucking crush on you." Her answer stunned the photographer into silence. Max sat quietly for a few minutes before bringing Chloe's hand to her lips to press a kiss to the back of it.

"For someone who claims to be a badass, you're really sweet." Max heard and felt the girl behind her scoff, probably embarrassed. "I don't think it's pathetic. It's…" Max isn't sure how Chloe will react to what she says, but the punk seems pretty emotionally stable so she keeps going. "Good to have something nice to remember from that day besides all the bad." The brunette finished, lacing their fingers together and letting them rest on her stomach.

"Yeah, well, I guess… You know, you tend to make me sound like a loser Super-Max."

"You can't be a loser, Chloe. A superhero is only as good as their sidekick. Although that could just mean we're both losers." Max smiled, letting her eyes fall shut so she could focus on the figure behind her. Every time the punk would talk, Max could feel her chest vibrate and it was oddly comforting.

"You're awesome on your own. You know that, don't you?" Chloe had practically whispered, a small smile tugging at the corner of her lips. Without any warning, the arms around the brunette constricted, bringing her into a tighter embrace. Max squirmed until a kiss was pressed against her cheek and she was released.

"You are the actual cutest." Max sighed happily, rubbing her thumb over Chloe's knuckles.

"Bullshit, I'm the badass-est and you are the cutest. Sorry, I don't make the rules." Deciding arguing was futile, Max hummed in agreement.

"You know what sounds fun? A nap." Max proposed sinking more into the embrace if it was possible.

"Max it's like eight at night and I am starving. You don't want all your hard work saving me to go to waste now do you? I can see the headline now; _girl cheats death just to die at the hands of her savior._ " Chloe pouted, waiting for the groan or sigh that would signal her victory. It came faster than expected and she fist pumped, heaving the brunette out of bed and towards the door only to be pulled back.

"What?" Chloe complained, bottom lip jutting out. Max beamed, standing on her tiptoes to press a kiss to the punk's lips.

"As hot as you look in my clothes." Max had to fight a laugh while Chloe scoffed. "We'd better change cause it's probably hella cold outside."

"Hella again? Damn I am such a good bad influence." Chloe smirked, making her way over to her pile of clothes. The bottom of her jeans were slightly damp but not uncomfortably so, however her t-shirt was officially soaked through. Max tossed her one of her longer shirts before scrounging an outfit for herself. Once the duo was dressed appropriately for the weather, they made their way to Chloe's truck hand in hand. If either had noticed the odd looks they were getting, they didn't comment.

Two Whales was pretty dead since the storm had just ended. They sat in their usual booth, sharing sarcastic comments and not so subtle glances.

It wasn't long before they had made it back to the girl's dorms. Night had fully set, but curfew was not in effect. They had another ten minutes before Chloe would have to worry about dodging her step-douche. The duo stood almost awkwardly outside Max's dorm, Chloe seeming reluctant to leave.

"You'll be okay, right supergirl?" Chloe finally asked, her eyes scanning the brunette for any signs that she was not alright. The panic attack over the storm had really worried the punk, despite her blowing it off like it hadn't.

"I think so. If not I can always call you." Max responded, fondly eying the taller girl. The urge to reach up and kiss Chloe shot through her and she wondered if it had always been so strong. Max had never been the type to need physical contact. A hug here, a high-five there but it was never something the photographer craved. In fact, she had gone eighteen years without so much as a kiss and it had never bothered her. But standing in the hallway with Chloe smiling down at her, she felt like she needed the contact. Maybe need wasn't the correct term, but want seemed insufficient.

"Oh yeah, right… Of course." Chloe rambled, seeming to just realize Max had spoken to her. "So, what's the protocol on goodbyes?" The punk questioned, linking her pinky with the brunette's index finger.

"Depends on what you want it to be." Max hadn't meant to be seductive, not really, but the look in Chloe's eyes had changed and the brunette had no desire to take the words back.

"So, I can kiss you?" Chloe questioned, ducking her head ever so slightly. All the sarcasm in Max drained as she shuffled closer to the punk, interlocking their fingers fully and bringing her other hand up to the back of Chloe's neck.

Max had never thought about their height difference. She knew Chloe was taller but only then did she realize by how much. She had to stand on her toes and pull the older teen down in order to get close enough to kiss. Chloe seemed too preoccupied with staring at the photographer's lips to notice the revelation Max seemed to be having.

"You don't have to ask." Max answered, surprised by how fast Chloe surged down to seal their lips together. An eager hand dropped down to frame her waist, fingers gently digging into her side. The hand pulled Max forward, bringing her closer to the punk. Max knew she was playing with fire. Her entire body felt electrified from the contact.

Her lips tingled from where they pressed against Chloe's.

Her waist from where the skater's hand had dug in.

And her hand from where she felt soft hairs tickling over her knuckles.

And then Max was the confident one, her tongue sweeping across Chloe's lips and into her mouth with no resistance. The urge to be closer to Chloe had been so sudden that nobody was more surprised by the bold move than Max herself. Max dropped Chloe's hand, in favor of bringing her own up to frame the punk's jaw. Chloe's now free hand quickly found purchase on Max's hip, tugging the shorter girl into her until there was no space between them.

"Shit, Max." Chloe breathed, her voice low. She had backed away briefly in a feeble attempt to regulate her breathing only to be pulled back in by the hand at the back of her neck almost as soon as the words had left her mouth.

The photographer had never understood what people meant when they said they were attracted to a voice. Surely a voice was just a voice, some sounded better than others but that was as far as it went. She had been so wrong. Hearing Chloe's voice rough and throaty made her realize just how attractive a voice could be. In fact, she wouldn't mind hearing it more often.

Just as she had gotten the hang of being the more dominant one in the kiss, Chloe took over.

The punk's tongue pushed its way into her mouth, moving against hers before the taller girl sunk her teeth into Max's bottom lip. Chloe had been confident that Max liked that but she was shocked when she realized just how much the brunette seemed to have enjoyed it. The photographer's hand dug into her neck, nails sinking in sharply as Max's breath hitched in her throat. Chloe smirked slightly at the reaction, bringing the photographer into another slow kiss.

Max pressed against her almost desperately and despite her best efforts, Chloe found herself pushing back just as eagerly. She was curious what kind of sounds the brunette would make in the heat of the moment, what Max would sound like when she's breathless and wanting. All the questions she had done her best to ignore the for four months came roaring to the forefront of her mind. She wanted Max to know just how she felt, wanted to _show_ her. And maybe the photographer wanted that as well.

The brunette's nails bit into her neck when she scraped her teeth over Max's bottom lip for a second time. A noise somewhat between a whimper and a groan erupted from the shorter girl.

"Chloe." Max breathed out, pulling away, her cheeks flushed. She looked up at Chloe through half-lidded eyes, blatantly staring at the older girl's lips.

It was like a switch was flipped. Chloe no longer wanted to wait, she wanted to hear Max say her name like that again. Her hands squeezed the brunette's hips, noting the way blue eyes had fallen shut in reaction. Without warning, Chloe dropped her head down to Max's ear.

"Max." The taller girl rasped, punctuating the name with a small squeeze. Max almost whined at the pressure, quickly choking on air as Chloe's face dropped down to suck gently on her earlobe. Max pawed at the punk's shoulders, not knowing what to do with her hands but also knowing she didn't want Chloe to stop. Chloe was pressing her lips down the smooth column of Max's throat when the brunette's hands rose to tangle themselves in soft blue hair. The photographer yanked her back up into another heated kiss.

Chloe hummed into the contact, immediately returning the affection. As Chloe's hands made their way under Max's top to press against her bare hips, a door suddenly slammed.

The sound immediately jarred the two apart and they promptly glared over at the intruder. Victoria was staring wide eyed at the duo.

"So you two are a thing now?" The blonde pointed between them, ignoring the glowering Chloe and focusing on the rapidly reddening Max.

"Yeah, so why don't you fuck off?" Chloe's voice was still heavy and Max wasn't sure if it was because of how heated their kiss had gotten or if it was her genuine anger towards the blonde. Either way, it only served to further her blush. Would her voice be low like that as well? She wasn't about to find out as she was too mortified to speak. Why did Victoria of all people have to be the one who caught them?

"You two do realize you're in the hallway, right? A place where us normal people don't want to see you two groping each other. You are literally three steps from being inside her dorm." Victoria rolled her eyes, sneer in perfect place.

"Please, like you never made out with someone in the hall." Chloe shot back, her arms crossing over her chest as she glared openly at the blonde. Max was still content trying to calm her racing heart and get herself back under control.

"I don't mix private moments with public areas."

"Please, it's not like anyone wants to be in your private areas anyway." Chloe scoffed, happy when the blonde frowned and seemed to become angrier.

"You're -"

"Victoria, Chloe, let's play nice okay?" Max cut the blonde off, trying to salvage the embarrassing situation. Her hand ran along Chloe's folded arms until the punk loosened up and intertwined their fingers. Their joined hands fell to their sides and Chloe seemed to forget about Victoria completely.

"Keep your puppy under control, Maxine." Victoria was about to walk away when she seemed to remember something. "By the way, stop by my room sometime. Don't bring your guard dog." Victoria didn't care to elaborate in front of the punk, smugly walking away from the seething skater and the confused brunette. She didn't want Max to think they were friends when they were alone, much less when other people were around. Two pairs of blue eyes followed her until she was out of the dorms, probably sneaking out to some party.

"She's such a bitch." Chloe grumbled, glare still on her face as if the blonde was going to come back.

"She's... Okay." Max managed, still not sure if her and Victoria could be considered friends.

"If she tries to kill you in her room, let me know and I'll kick her ass." The punk offered, finally moving her eyes to meet Max's. "Even though I hate her, it's a good thing she butted in." Her tone insinuated that Victoria's interruption had been anything but good.

"Oh? And why's that? Did I get you too hot and bothered?" Sarcasm practically dripped from the brunette's words, proof that she wasn't aware how close she was to the truth.

"Fuck yeah you did." The pure honesty in Chloe's tone caused heat to rush to Max's face, her cheeks bright red. Chloe smiled at Max's reaction, adoring the red cheeks and darting eyes.

Her response was true, but taking it slow was still her number one priority. She didn't want to push Max into something she knew the brunette wasn't ready for because Max thought it was something she wanted. Which, she wouldn't lie, she did want to go further with Max. But if she let Max's first time be in a hallway, she would be no better than the horny Blackwell bros. No, it was definitely good Victoria interrupted them since it seemed that her morals left her the moment their lips met.

"Yeah?" Max asked, her voice meek and a little proud. The photographer was ecstatic that she wasn't the only one who hadn't wanted their moment to end.

"Damn right." Chloe nodded, watching as Max's self conscious smile widened into a genuine beam.

"Cool." The photographer's smile was aimed down at her feet as she tried to hide how happy Chloe's comment made her.

"Don't get too big of an ego about it, babe." Chloe scoffed, unaware that her nickname caused Max's face to further redden. The smaller girl was sure her blush was permanent with how hot her cheeks had gotten.

"You have a big enough ego for the both of us." Max managed to sass, her voice not wavering despite her flustered state.

"I mean, you're not wrong." Chloe shrugged, her hand not being held by Max going into her pocket.

"You are so full of it." Max retorted, facing Chloe once she was sure her face was no longer on fire. "So, goodnight?"

"Goodnight Maximum Overdrive." Max scrunched her nose at the nickname, her eyebrows furrowing in distaste.

"Like that one shitty movie from the eighties? Low blow Chloe." Max snarked, shaking her head.

"Too late to take it back, you'll just have to live with it." Max swatted at Chloe's chest half-heartedly, pressing a quick kiss to the punk's cheek.

"I don't know how you expect me to survive but I'll try. Goodnight Chloe." Max smiled, reluctantly pulling her hand away and watching Chloe take a slow step backwards.

"Night Max." With a tiny wave, Chloe took her leave, her hand digging into her pocket for her phone. She sent a quick text to Warren as she left the girl's dorms, surprised at the quick reply she got.

With a glance back towards the door she had just exited, she made her way into the boys dorms. Warren was standing in his open doorway, a bright smile on his face when he noticed Chloe.

"Yo, Price is Right." He waved her over, immune to the glare she gave him.

"You do know curfew is a thing and my step-douche is patrolling right?" The boy didn't even look apologetic as he ushered her into his room. She was surprised that his room was cleaner than hers, only a few clothes littering the floor and soda cans on his desk.

"I know I know, so what's up?" He closed his door with a click and leaned against it with a raised brow.

"Well you see, Max and I were talking earlier and you'll never guess what came up." Warren could guess where this was going and quickly raised his hands in a sign of surrender. "Dude don't piss yourself yet, I know you didn't tell her. And I think I can trust you, so I wanna talk to you about Max if that's cool?" The boy smiled slightly at her words, moving to sit on the side of his bed and gesturing for her to take a seat as well. Chloe settled on his office chair, finding it almost as comfortable as the principal's.

"So, assuming all went well what do you need from me?" Warren questioned sitting forward and clasping his hands together. Chloe took her time in getting to the point, moving her arms to rest behind her head.

"So I told her, and she likes me back." She paused. her eyes taking that time to search the boy's. After finding the boy to be relatively calm, she continued. "I kind of want to take her on a date and, I don't know why I'm coming to you, but I need ideas?"

"Haven't you had a girlfriend before?" Her glare was answer enough, but she felt the need to elaborate.

"Dude, I had hookups. I only really dated one dude and he was stoned ninety percent of the time so we just sat around until I dumped his ass." Dating meant attachment and if there was something Chloe hadn't needed after Max left and her dad died, it was someone else to get dependent on. She had Rachel for that. More people meant a bigger chance of getting screwed when they inevitably left.

"Oh, okay then. Well you know Max, I think she'd have fun doing anything. My go to date idea is the drive in."

"She does like watching movies but we did that today. I've thought of all the different bullshit cliches and just none of them seem good." Warren nodded slowly before grabbing his phone.

"We need a girl's opinion."

"What the fuck am I?" Chloe balked, gesturing to her boobs. Warren for the most part tuned her out as he sent a text.

"You're in the relationship, you don't count. I texted Kate, I asked her if she wanted one thing from a date, what it would be?" The duo sat in silence until his ringtone pierced the silence.

"Navi, seriously? Way to choose the most annoying ringtone."

"She said she'd want flowers. What kind of flowers does Max like?" Warren questioned, staring up at Chloe.

"Why would I know?"

"You two are best friends! Why wouldn't you know?" Chloe had to bite back her defensive response. _There wasn't time to ask her about her favorite flower while trying to find Rachel and stop a fucking tornado._ But part of her argued that four months had passed, that would've been plenty of time.

"I know a lot of stuff about her, just not that." Chloe grumbled, her response still coming out overly defensive. Warren quickly tried to backtrack at the annoyance in her voice.

"Okay, so what else does she like?"

"When we were kids she'd always talk about prom and shit. Blackwell still has that, right?" A dance seemed so childish compared to all the trauma of the beginning of the year. But they were still teenagers, they needed some stereotypical high school moments.

"That's not really helpful, prom's like two months from now." Warren spoke, scratching his chin in thought.

"Fuck, dates are hard." Chloe complained, having come up blank with any other romantic ideas. The boy's obnoxious ringtone cut through the air, interrupting their train of thought.

"It's Max, should I ask her what kind of flowers she likes?"

"That would be obvious." Chloe retorted, shaking her head and staring down at the phone in the boy's hands for a few moments pensively.

"Why would it be obvious? I do have a girlfriend. Besides she just asked me about movies so the two go hand in hand." Warren's explanation was sound, there was no way Max would assume Chloe was with Warren or even still talking to him. She hesitantly nodded, holding her breath as the boy sent the text.

"This is so stupid. If this doesn't work, I am totally blaming you." Chloe grumbled, leaning forward in the chair.

"Like you have a better idea." Warren shot back, not fazed by the glare she gave him.

"Okay so she said it depends on what I'm going for. Well? What are you going for?" Warren asked, looking over at the girl before his phone went off again. "She's asking for specifics. What do I say?" His tone became panicked as she shot him consecutive messages.

"Say you wanna get your girl 'just because' flowers. Bam. Crisis averted."

"Okay yeah! That works." His fingers tap out the reply before sending it. It took a few minutes for the brunette to respond but she eventually did. "Damn, Maxwell Silver Hammer is a boss at flowers. She's given me a bunch of types of flowers and what they mean. Roses for passion and love. Carnation, pride and beauty. Daisy for innocence. Uh and it just keeps going…. I think she googled this."

"Ask her what she would want, play the dumb dudebro card." Chloe encouraged, feeling more confident about their stupid plan. Warren nodded, texting out his response and waiting for her to text back. It should be weird, texting his old crush with her current girlfriend but it just made Warren feel useful and he was more than okay with helping someone make Max happy.

"So are you guys like girlfriends now?" Warren asked curiously, looking up from his phone. Chloe opened her mouth then shut it, not sure of the answer. She knew she wanted to be exclusive but did Max?

"I have no idea." A text cut off whatever Warren was going to say as his eyes darted down to read it.

"She said roses are always good. So Max likes roses. Part one complete! I know someone to help us with phase two, but we'll have to wait until tomorrow." Warren explained, setting up a time and place where they could meet. Chloe agreed to the improvised plan with no questions asked.

As Warren approached her truck with Kate the next morning, Chloe realized she probably should have asked more questions.

Max woke up to a text from Warren at ten asking if she wanted a movie marathon. There were other texts from earlier in the morning from Chloe saying she was going to be busy until the afternoon. Though it was odd for the punk to be busy, Max shook it off. Chloe did have some other friends. With a grin, Max sent a quick text to her… Significant other? The photographer wasn't sure what the specifics of their relationship were, though she tried not to dwell on it.

Next step was to text Warren and let the boy know they were free to hang out. After a quick shower, the boy was on his way and she found herself sitting on her couch with Warren's flash drive playing movies.

The day had been overall uneventful for the two, they got pizza and watched different weird movies. It all seemed rather odd, however. Warren kept glancing at his phone for some reason, not really focused on the films being played.

"What's up Warren?" Max questioned, already pausing the movie. The boy's head shot up and his eyes widened. She stared hard at him, trying to decipher why he was making such an awkward face.

"Nothing's up, why?" Warren didn't think of himself as a particularly good liar, but his voice didn't come out high pitched and there was no reason Max would think something was up.

"You've been texting this whole time. Does Brooke require your undivided attention?" Max teased, knowing how crazy the girl was about him. The boy absentmindedly scratched the back of his head while he tried to come up with a response.

"No, she's doing some project for her history class today. But thanks for the flower idea, I'm going to get some for her tomorrow." Warren covered, remembering he what he had told her. Max nodded happily at the news, about to respond but the boy's phone lit up with a text. He read it quickly before suddenly standing up.

"Hey, you wanna come with me to a place?" Warren questioned, looking down at her.

"Wow, descriptive." When the boy just blinked at her, she realized he was seriously asking. "I guess?" With that, the two were off. Max wasn't really paying attention to where they were gong, focusing more on trying to find something good on the radio. When she was satisfied with a station, she leaned back in her seat and looked around. They were driving into the woods, down an old road that looked vaguely familiar. But most of Arcadia Bay was shady back roads so she didn't pay it much mind.

"Are we going to a drug deal or something?" Max questioned, eyeing the trees surrounding them.

"Something like that." The boy answered, not helping the brunette feel any better about the situation. They turned onto a gravel road, stopping halfway down it. Warren glanced over at Max.

"Come on Max." Warren urged, exiting the vehicle with the short girl in tow. The air outside was slightly chilled, wind whistling through the trees. Luckily Max had opted for a heavier jacket, the sturdy material protecting her from the random blustery gusts. She followed the boy down the trail with little to no communication before she recognized where they were.

"Chloe and I had a tree house here, somewhere. She always brought me though, so I wouldn't be able to get there on my own." The path diverted into two separate trails and Max noticed the trail they had chosen to follow had a bright blue spray painted dot on the dirt.

"What makes you think it's gone?" Warren asked, genuinely curious.

"It's been five years and this is a public place." Max answered, on the lookout for any other blue guides. After walking for what felt like half an hour, they apparently found whatever they were looking for, as someone had written stop in blue letters on the tree before them.

"Close your eyes." Warren spoke, turning to her. She was sure her face showed every bit of distrust she was feeling.

"We're in the middle of the goddamn forest and you want me to close my eyes? Yeah, okay." The brunette rolled her eyes but didn't comply.

"Come on Maximillian, be brave! I'm still a knight in shining armor for someone, even if it's not you, so I solemnly swear no harm will come to you." Warren pressed, smiling like he wasn't begging for her trust.

"Fine." Max relented, sliding her eyes closed. His hand rested on her shoulder and they were walking once again. It wasn't long when he stopped again. "Can I open my eyes now?" Max questioned after a few minutes of silence. She felt a hand return to her arm but she immediately knew it didn't belong to Warren. "Hey Chloe." Max responded nonchalantly, keeping her eyes closed.

"Boo-yah, Max can tell I'm not a dude… Or did you have to use your rewind? Like maybe you did think I was Warren and when I gave you shit, you rewound and said the right thing." Chloe rambled. In her mind's eye, Max could see Chloe's pensive face as she tried to work out if anything supernatural had occurred.

"No need to use my rewind to know you have manlier hands than Warren." Chloe smiled at that, knowing the girl was just giving her a hard time. "So why am I out in the middle of the creepy woods with my eyes closed?" Max questioned, following Chloe's guidance.

"Well it's not because I wanted to go hiking when it's muddy as fuck." Chloe griped when her foot slid in the goop. Max noticed the way the skater had dodged her question but she was curious about more than one thing, so she could go back to that one later.

"Why did Warren bring me here?" Max asked, her feet sliding in the mud. Chloe caught her around her waist before she could fall to the ground. "Thanks."

"No problem supergirl, it's my duty as a sidekick." More avoidance, not that it was surprising to the brunette, but she had been hoping for at least some kind of answer.

"Okay hold on a sec." Chloe took a couple steps away from the girl. "Check it out hippie." Max opened her eyes, blinded even though it was a cloudy day. The first thing that came into her vision was Chloe.

The punk looked very nice for someone who went out for a muddy hike. Her beanie had been traded for a backwards gray snapback. In place of her blazer, she wore a black leather jacket over what appeared to be a gray and white henley. Her jeans were also black and she wore her usual boots. One glance at Chloe's face showed Max that the girl was also wearing makeup. _Why?_

"So why are we out in the middle of the woods and why do you look so nice?" The photographer asked, reaching forward to pull at the punk's unzipped leather jacket. Chloe's face immediately turned offended and she glowered down at the brunette.

"Dude, I said check _it_ out not check me out." Chloe gestured off to her side at a tree a good distance behind her. Max glanced over, immediately seeing what the punk had been referring to. It was their old tree house.

The boards had been replaced and it appeared to actually have glass windows. The old rope ladder had been replaced with a newer, nicer one and it was complete with the tire swing Max had always wanted at the bottom. She glanced between the tree house and Chloe a few times before pulling the punk into a strong embrace. Her arms wrapped around the skater's waist and held her close.

Any question Max could think was immediately replaced with another. She wanted to know how Chloe had fixed the tree house, where she had gotten actual windows and if she had recently added a horizontal tire swing. Chloe's arms wrapped around her shoulders and she could feel the taller girl's smile against her temple.

"How?" Was the question Max managed to ask, emotions flooding through her at the nostalgic sight.

"Well, the tree house was always my secret place. Not even Rachel came here with me. I just felt wrong about bringing people here, people who weren't you. It was ours, you know?" Max nodded, burying her face in Chloe's shoulder. She tried not to think of how Chloe would've felt if she had never come back to Arcadia.

"It looks amazing Chlo." Max pulled back slightly to give the punk a kiss on the cheek. "Let's go check it out." The photographer pulled Chloe behind her, shaking her head at the proud little smile Chloe was wearing. Their first stop was naturally the tire swing, which Max pushed lightly but refused to get in.

"C'mon Caulfield, I know how much you wanted this swing." Chloe teased, holding one of the chains.

"How did you make this?" Max asked as she reluctantly sat in it, her hands holding the chains on either side of her. Three chains held the tire parallel to the ground, it was hard to believe Chloe had made it alone.

"Well Rachel and I went to a park with one like this and it made me remember you."

"If this story ends with you stealing that tire swing, I'll be disappointed." Max joked, giggling slightly when Chloe pushed her.

"No, I didn't steal it. I got a tire from the junkyard, drilled some holes in it and put the chains in. It spins and shit too, it's cool." Max smiled at Chloe's story, touched that despite everything, the punk had thought of her even when they were apart.

"You did good Chlo." Max admitted, putting one foot on the ground to stop the swaying. "Let's see the rest." Chloe held the swing while the brunette fumbled out. They stood at the bottom of the ladder, Chloe going up first. When the photographer made it to the top, Chloe barricaded the doorway.

"Close your eyes, it's gonna be an epic surprise." Chloe assured, waiting for the brunette to do as instructed. As soon as she did, the skater grabbed her hands and led her into the small house. The room was only slightly warmer than outside. "Okay open them."

Blue eyes opened to find Chloe against the far wall. In the middle of the room, there was a blanket complete with plastic candles and a picnic basket. Some of their old drawings were tacked to the walls as well as some old posters.

"Chloe." Max breathed, taking in the room. It was like she never left. Almost as if the past five years never happened. When she looked back up to Chloe, the skater brought her hands from behind her back. Red tipped yellow roses were presented to the photographer.

"I figured this would be a hella awesome idea for a date." Chloe explained, glancing nervously at the flowers. Max stared wide eyed at the punk, touched but confused.

"A picnic, Chloe? This isn't very punk rock of you." The photographer winked, walking closer to the girl

"Well technically the picnic was Kate's idea. I just wanted it to be here." Chloe shrugged, happy when the brunette took the bouquet. "She also told me some flower meanings. Yellow and red roses cause we're friends... Becoming more?" Chloe managed to get out, hoping she was right about the flower meaning. She had asked Kate several times on the way back to drop the girl off at Blackwell if she had gotten the right kind of flowers. Despite the quiet girl's many reassurances, Chloe was still nervous. She wasn't the type to get people flowers, mainly because she didn't know what to get.

"Like becoming girlfriends?" Max finished, making sure they were on the same page.

"Hella yes." Chloe nodded, grin threatening to overtake her lips. Max smiled, looking at the roses in her hand. They were beautiful, Chloe had picked well.

"I love them, thanks Chlo." The skater ducked her head at the compliment trying not to blush like a teenage boy. "God, you're adorable." Max spoke, gently laying her flowers on the blanket and turning back to grab Chloe's cheeks and pull her down for a kiss. Before it could become anything more, Chloe pulled away.

"You're not so bad yourself, babe." Chloe winked, releasing the brunette and falling down onto the blanket with a sigh. "Sitting down after doing shit is the best." Max eyed the punk before sitting across from her girlfriend. Just thinking the word brought a smile to her face and a blush to her cheeks. She would never have guessed that her and Chloe would grow up to date each other.

"You are so lazy." Max rolled her eyes. "You know, you could've told me to dress up. You look hot and I just look normal." Chloe eyed the photographer with a small smile.

"You look good Max. Trust me, you're hella pretty." Max had never thought of herself as particularly good looking but when Chloe said it, she believed it. Maybe not the words themselves but she knew Chloe believed them and that was good enough.

"Thanks." Max managed to get out, unsure of what else to say. "You know we don't have to go on dates for me to like you." The brunette continued with a smile.

"Well duh, you like my kickass personality. I meant what I said Max. I'll be good to you." Chloe admitted quietly, already moving to open the basket. "This is Kate's by the way, so remind me to give it back. It's like doubly illegal to steal from a girl as nice as her." Max nodded in agreement, happy to spend some time with the punk in their old childhood hang out.

When the two were done eating, they laid on the floor, Max's head resting on Chloe's arm. She was probably cutting of circulation but Chloe didn't say anything so she decided to make the most of it. They talked a lot about different memories they had and Chloe pointed out the skull and crossbones that were crudely spray painted on the ceiling. Apparently Chloe had done that a few months after Max had moved.

"Why did you work so hard on this place when you didn't know I would come back?" Max asked the question that had been weighing heavily on her mind since she had first seen the tree house.

"Well, I always kinda thought you would. And you did so I was right." Chloe's answer was simple and even sad but she didn't seem to notice if the smile on her face was any indication. She seemed like a completely different person compared to when they had reunited months prior. Angry Chloe had become the norm during that fateful week but it was nice to see the girl actually happy and back to her usual self.

"I'm glad you're back." Chloe admitted, not looking at her. Her blue eyes were fixed on the far wall and she bit her bottom lip. Max's hand on her jaw forced her gaze onto the brunette who was smiling. Max leaned in to press a chaste kiss to the punk's lips before she pulled back and cuddled into Chloe's neck.

"I am too." She had never been happier than when she was with Chloe. But then again that had always been true, she just never noticed.


	4. Realizations and Misunderstandings

This is my denial AU where everyone is alive and happy.

To be warned I did change the rating cause things got sexy. Woops.

* * *

Max fell onto her bed, it had been a long week. First, she had two projects to turn in after procrastinating for a month. Then she had an essay to write. And lastly she had to give a presentation that she was in no way prepared for. After everything, she was beginning to believe Chloe had the right idea by dropping out. Her mind grinded to a halt. Chloe.

She hadn't seen her girlfriend since their date the previous week. Max had been too focused on school work and Chloe had mentioned something about getting her GED in passing a few days prior. A knock on the door caused the brunette to jump, nearly falling out of her bed in her rush to get to the door. She pulled it open to reveal Kate standing there with a small smile.

"Oh, hey Kate." Max greeted, embarrassed by her out of breath appearance. She had thought for sure that Chloe would be the one at her door. Obviously that kind of coincidence only happened in cheesy rom coms. Kate raised a brow at the girl, seemingly amused.

"Am I interrupting something?" Kate asked, not sure if Max had Chloe over.

"Nope. I was just laying around. Classes were especially brutal today." They both shared a knowing look. The week had been busy for everyone, even Warren had seemed more occupied with schoolwork.

"They were. Luckily it's Friday. Want to come with Warren and I to get tea?" Max paused, not sure if she would rather go out with her friends or text Chloe and have a movie night. Instead of choosing, she decided to do both. After tea she could go to Chloe's and surprise her.

"Sure thing Kate. Let me go grab my jacket." After grabbing her jacket, Max joined her friend in the hallway. Warren met them in the quad and together, they made their way to the tea shop. They had a lot to talk about considering how much work they all seemed to have done.

When they got to the shop, they took their usual seats. Warren sitting across from the two girls. He was in the middle of a particularly animated science story when Max's phone vibrated in her pocket. Trying to be discreet, she unlocked her phone and peeked down at the message.

Chloe had texted her. _Dude I just took my GED tests. I bet I kicked their asses!_ Max smiled fondly, proud of her girlfriend.

 _Hella yeah you did! I'm so proud._ After some debate, Max added an emoji and sent it. When she looked back up, Warren was none the wiser, though he was now onto a different story about his English class. Despite her best efforts, Max couldn't stop smiling. She was beyond excited and happy for Chloe.

Kate seemed to pick up on her sudden happiness as she kept glancing over at her ecstatic friend. When Warren's story winded down, Kate turned their attention to Max.

"You seem to be in a good mood. Did you see your tests scores, Max?" When the brunette's eyes widened and she snapped to attention, Kate wished she hadn't spoken. Warren noticed the reaction and grinned, knowing full well she wasn't looking at test scores.

"No, it was a text from Chloe. She took her GED tests. I know she did good. When we were growing up, she would always get A's on tests. I was so jealous, I can't test to save my life." Her answer surprised both of her friends.

"Oh, that's good! I wish her luck." Kate encouraged with a smile. Warren nodded in agreement. "I forgot to ask how you liked the flowers. She was so nervous about them." Kate continued, hoping Max liked the bouquet.

"They were so pretty, thanks for helping her. Both of you." She looked over at Warren with a grateful smile. "It was such a cute idea."

"Well it was Kate's idea for a picnic, I just helped get you there and find out your favorite flower." Warren spoke, happy he had helped Chloe create a memorable date.

"I just wanted to help you since you helped me." Kate shrugged as if it wasn't a big deal. Max smiled gratefully at her friends. Conversation steered back towards casual after that, Kate stating her plans for spring break.

It wasn't long before their tea was gone and they had returned to Blackwell. Max's face lit up when she felt her phone vibrate. She pulled it out, expecting another text from Chloe, only to receive one from Victoria.

Apparently the blonde wanted her to come by her dorm. It had been a good day and Max didn't want to potentially ruin it. But part of her trusted Victoria. It turned out it wasn't her choice to make as Victoria was walking down the hallway when Max and Kate got back.

The blonde zeroed in on Max's presence, automatically making a beeline towards her and Kate.

"Hey Kate, how've you been?" Victoria struggled with casual conversations with Kate, but she wanted to try to get along with the quiet girl.

"I've been okay, how about you?" Kate replied, courteous as always.

"I've been working on something actually. Mind if I borrow Max?" After a nod from Max, Kate left the two alone. "C'mon hipster, I need your opinion." Victoria didn't really give her much of an option as she turned on her heel and marched down the hall. Max stumbled over her feet in her attempt to catch up.

Victoria's room was as pretentious as always, save for the action figure that still rested on her dresser. Max sent an appreciative glance towards her plasma tv before focusing on the girl who had disrupted her plans. Said girl was seated at her computer, clicking through files before she looked over at the brunette with a glower.

"Well, come look. You make this _friends_ thing hard." Victoria sneered, quickly looking back to the computer. Max smiled at the blonde's admission, happy that Victoria saw her has a friend. Sure, she knew from that week in October that Victoria was a decent person and capable of being unexpectedly kind, but normally that was covered up by nonchalant statements and dismissive hand gestures.

"Sorry, didn't know I was so hard to like." Max scoffed, slightly surprised by how easy it was to banter with Victoria. Perhaps it was because of their previous rivalry. She came to a stop beside the blonde, looking at the laptop.

A picture of her and Chloe was open on photoshop and Max had to admit that it looked amazing. Chloe was holding her tight, face clearly visible behind Max's. They were as close as possible, legs intertwined and they both looked… Peaceful. Obviously Victoria had spent quite a while trying to edit it. The first thing that came to Max's mind was why? But she was unable to ask before Victoria launched into an irritated rant.

"So, I've fixed everything but the lighting seems off, you know? I thought about adding a filter but black and white would make it way too hipster, even for you, offense intended." She ignored Max's scoff, adamant to figure out what was missing. "Sepia is a nice filter but too warm for this. Maybe blur the background? No, the wall's already out of focus. Well, do you have any bright ideas?" Max blinked when Victoria was suddenly looking at her, her face contorted in concentration. The eye contact didn't last long before the blonde turned back to the screen.

"Victoria, not to sound ungrateful because this is really fucking cool, but why are you fixing this?"

"That is not an idea Max, that is a completely stupid question that doesn't matter." When Max just continued to stare at the side of her head, she huffed and continued. "Look. You've been nothing but helpful to me and you even helped Nathan get into the psych ward instead of going to prison so I owe you." Victoria scowled, narrowing her eyes and clicking with more force than necessary.

"I didn't do anything besides beg him to do what was right. He did the rest on his own." Max wouldn't ever forget walking out of the bathroom, straight into Nathan. After pulling him aside so nobody would overhear them, she talked to him about everything. He was jittery and she could see his hand inch behind his back to grab for his gun multiple times before she managed to convince him she was only trying to help. He agreed he needed help and turned himself over to the police the very next day. She had found Chloe after that and the rest was history.

"Still, you cared more than his asshole dad. So, thanks... Now, answer my question." They directed their attention back towards the screen, both feeling lighter.

"Maybe more of a cool color?" Working side by side with someone she used to be sure hated her, was an oddly satisfying moment for Max. It was also interesting to watch Victoria piece together what kind of tone she wanted for the image. After what felt like hours but was really mere minutes, Victoria pushed away from the computer with a triumphant grin.

"I'll tag you when I post it everywhere. But I also figured you'd want a copy for your raging puppy of a girlfriend, so give my printer a sec to finish printing it." Max smiled with a nod, following the girl to the other side of the room. After a pause that seemed to drag on, Victoria spoke again. "You _are_ dating the guard dog, right? That wasn't the little virgin trying to find a rebel hookup?" Max immediately glared at the insinuation before she realized Victoria was actually concerned.

"Yes, we are dating. We're not a friends with benefits thing. And her name is Chloe." Max snapped, trying not to take too much offense. Victoria nodded, looking at her stupidly expensive shoes before side eying the brunette.

"You're almost as protective as she is." Victoria continued, pretending to be oblivious to the glower aimed her way. "It's kind of cute… In a gross way." Her words caused the tension in Max to drain. She had to keep reminding herself that Victoria was new to the whole being nice thing but she was trying.

"She's the best person I know. She's not like she seems, y'know? Don't get me wrong, she drives me nuts sometimes but she always makes me smile." Victoria watched a small smile grow on the brunette's face with a raised brow. "Maybe it's stupid but I trust her to keep me safe. And I-I want…" Max sighed. "I don't know what I want. I just know I'd do anything for her." Max ended her little speech with an awkward shrug.

"Oh my God. You're in love with her." Victoria murmured, causing blood to rush to Max's cheeks. Though a beet red faced Max was definitely amusing, the blonde immediately knew she shouldn't have said anything. It was obvious the little hipster hadn't realized just how deep her feelings for Chloe went.

"Here's your picture." Max quickly took it from Victoria, trying to avoid eye contact. "Look if I knew you'd shut down then I wouldn't have said anything. I mean, you can't be that surprised, can you?" Glassy blue eyes looked up at Victoria as if lost. Obviously there was no limit to Max's naivete.

"Should I have noticed?" Max's voice was quieter than usual, her face still burning red. Victoria sighed, she had never had such an innocent friend before. She didn't want to further upset the poor girl, but she didn't really understand much about comforting people she barely knew.

"Look, it's not that big of a deal. I mean, I'm sure you've thought of love and… Chloe in the same sentence before?" At the brunette's shrug, Victoria pressed on. "Don't give me that, I bet one day she was doing something ridiculous and you just sat there like she was putting the stars in the sky." No one moment came to Max's mind. Was there supposed to be?

"Like, you looked at other people you love but thought, _wowsers this lanky blue moron is better than all these people combined_?"

"I don't sound like that." Max mumbled, huffing. She refused to admit that Victoria's words had finally gotten through. She remembered refusing Warren's drive in invitation simply on the off chance Chloe would want to hang out. She remembered not answering Kate's call because she didn't want Chloe to feel abandoned. Warren and Kate were by far her closest friends at Blackwell.

She loved them both, and she had since learned how to better balance her time between them and Chloe. But Chloe was always one step above everyone else. She was the one that was always on Max's mind. It was her laugh that gave Max butterflies and a swooping feeling in her stomach every time they kissed.

"You definitely do sound like that... It's safe to assume that stupid grin means you figured it out?" Max wanted to be insulted, but there was a small smile on Victoria's face that was so proud.

"I did. Thanks Victoria. And thanks for the picture. It looks so amazing." Max said, looking at the photo in her hand. It was surprising that, out of everyone, Victoria had been the one to help her figure out her feelings. Victoria seemed uncomfortable with the praise, not knowing how to respond. Finally, the blonde just waved her off.

"Yeah, well… Don't mention it. Ever... Maybe we can look over each other's portfolios or something sometime." Max nodded.

"Yeah, that would be awesome." Max smiled, offering an awkward wave before leaving the blonde's room. As soon as Max opened Victoria's door, she was met with a surprising sight. Chloe was standing against her door, cigarette in her mouth but unlit as she flipped her zippo lighter open and closed.

"Chloe?" Max questioned, pulling Victoria's door shut behind her and carefully slipping the photo they had just spent a little under an hour editing into her bag. Her girlfriend looked up from her lighter with an uncertain smile. Her eyes darted from Victoria's door to Max as the brunette approached her.

"Hey Max." Chloe breathed, unsure what Max seemed to be hiding in her bag. It wasn't that she didn't trust Max, it was Victoria she had the problem with.

"What're you doing here?" Max asked, coming to a stop in front of her girlfriend. Uncertainty seemed to flow through Chloe as she kept looking away from the photographer.

"I just figured it had been a while so I was coming to see if you wanted to go get something to eat?" Max smiled up at her girlfriend, happy that she had such a considerate person in her life.

"Pizza sounds awesome." When Chloe flicked her lighter again, Max continued. "You know you can't smoke in here, right?" Max joked, raising an eyebrow when Chloe shakily nodded. "Are you okay?" When the taller girl didn't answer, Max grabbed her hand and laced their fingers together. She really hoped Chloe was not hurt by how distant she had been.

"I'm good. How're you?" Chloe tugged the brunette into a hug, wrapping her arms around Max's shoulders. It should've set off warning bells that Chloe was holding her so tight, but Max was focused solely on how warm her girlfriend was.

"I'm better now." Max assured, unsure why Chloe refused to admit something was wrong. For being such a confrontational person, Chloe really knew how to hold things back.

"Hella yeah you are, I'm here." Chloe spoke, trying to sound more confident than she felt. Max could tell what Chloe was trying to do, so she held tighter for a few moments before pulling away with a smile.

"Good. Now let's find something to nosh on." Chloe laughed and shook her head at her dorky superhero.

"Nosh? Are you cereal?" Chloe mocked, her voice higher in an attempt to mimic Max. The brunette pushed the taller girl, relieved that Chloe seemed to be in higher spirits.

"Why is everyone making fun of me today?" Max missed the shift in Chloe's expression at her words. "How would you like it if I dyed my hair and constantly complained?" Falling into their usual banter, the duo made their way out of the dorms hand in hand. Though Chloe seemed to be her normal self, Max couldn't shake the feeling something was off.

As soon as they were both situated in the truck, Chloe scooted closer. With a slight bend of the head, she pressed a kiss to Max's temple and was back on her side of the cab in seconds.

Max raised an eyebrow at her, which Chloe waved off.

"I missed you… That's all." Chloe's voice seemed small, vulnerable in a way that Max had not heard in months. Everything seemed to click in place. It would only make sense that radio silence with Chloe was not a good idea, given their history. No wonder the punk had seemed off.

"I missed you too." Max replied, shuffling closer and nudging Chloe's shoulder with her own. When the taller girl didn't seem to get the hint, Max grabbed her arm and wrapped it around her shoulders. Chloe grinned at the move, squeezing the photographer's shoulder and gently knocking her head against Max's.

"Really now? How much?" Chloe waggled her eyebrows suggestively, poking her tongue out. Max rolled her eyes, amazed that Chloe could go from serious to joking in mere seconds. It was enough to give her whiplash.

"Not enough for whatever pervy thought is in your head." Chloe's grin fell, and she glared at the brunette. Max could hear a voice in her head scolding her for not realizing how deeply she cared for Chloe sooner. A voice that sounded suspiciously like Victoria.

"I'll have you know, I just wanted a kiss." Chloe pouted, dramatically removing her arm from around Max's shoulders. Before she could fully remove her arm, hands seized her jaw and suddenly their lips were sealed. Chloe let her arm drop back down on Max's shoulders, keeping the girl close to her. She knew Max would give in and kiss her. It was hilariously adorable how predictable the younger girl was. Chloe tried to fight the grin that threatened to overtake her lips. If she smiled then Max would start giggling and they wouldn't be able to continue kissing.

Unfortunately, Chloe found herself unable to properly kiss back due to her growing smile and sure enough, Max's lips were stretching into a grin as well. Finally, the two pulled apart, the brunette looking up at her laughing girlfriend with poorly concealed adoration.

"God you're predictable, it's so adorable." Any irritation Max felt for being called predictable was washed away by the compliment that had quickly followed. It was hard to remain angry at Chloe when she was obviously so happy. _You made me smile and laugh, like I haven't done in years._ Max pushed her thought away. She didn't have to lose Chloe or Arcadia Bay.

"Says the girl that wanted to steal the principal's chair and thought I used my rewind because I knew." Max giggled, buckling the middle seatbelt so she could stay closer to her girlfriend. Chloe smirked, dropping her forehead slightly to rest against Max's.

"Hey, jury's still out on that one. I need proof."

"Chloe, there's no way to prove that." Max reminded, raising a challenging brow.

"So I should just take your word for it? Bogus." Chloe kissed Max's nose and pulled away, sliding her belt into place as she started her truck. "Let's get pizza delivered, it's hella cold and I just wanna lay around."

"See? I knew you'd want to do that. Chloe Predictable Price." Chloe halfheartedly pushed the brunette before throwing her truck into gear and leaving Blackwell behind. The drive was relatively silent, save for the music Chloe was playing. Max stole a glance over at the driver, wondering if her fondness was obvious enough for Chloe to notice.

It made sense, in hindsight. She had been willing to do anything for Chloe since she had gotten back. At first she thought it was leftover guilt, but as time went on and her guilt faded, the feelings remained.

"So I take it classes sucked hard?" Max quickly shook off her inner thoughts, looking over at Chloe with an over exaggerated pout.

"They were the worst. Like absolute worst. And my new photography teacher is… different." Max cleared her throat, trying to push away the memory of the dark room. Chloe seemed to notice her train of thought, moving her hand to grab one of Max's.

"So, not creepy as fuck?" Max attempted to smile at Chloe's words but her attempts fell a little flat.

"No, she's really cool. Apparently she owned a huge studio in New York. She has the best stories." Max spoke, the dark room fading away. It had been months, but every once in awhile something would happen to make her remember Jefferson's voice and the flashes of his camera.

"That's hella awesome. I bet she banged a model." Max rolled her eyes.

"What is it with you and no strings attached hookups? Are you trying to tell me something?" Chloe laughed, looking over at her companion. Max was trying hard to maintain her serious facade. It was cute. Or maybe Max just made everything cute.

"I never said she didn't bang a model she was dating, Detective Max." The fake seriousness slipped from Max's face as she smirked. "What is it with _you_ and no strings attached hookups? Trying to tell me something Max?" Chloe pulled to a stop in her driveway, looking over at Max with a stupidly smug smirk.

"Uh, casual hookups aren't for me. I'd only have a relationship with someone I love." Max's honest answer made Chloe pause. There was no way Max was implying she was in love with her. Maybe Max just meant she wouldn't have sex with someone she didn't love. That made more sense, that must've been what she meant.

Max watched the cogs in Chloe's head begin to turn before grinding to a halt as Max's implication went right over her head. She tried not to let her disappointment show.

"So you like to be emotionally attached, that's cool. I'll have to woo you with my mad personality then." Chloe winked, jumping out of her truck and completely missing Max's huff of exasperation.

"For some reason, this is where I laid my affections." Max mumbled, scooting out of the truck with a lot less energy than Chloe seemed to have. She quickly joined her girlfriend at the front door, more than ready to be indoors. Chloe wasted no time in unlocking the door and getting inside. Both girls sighed in relief at the warmth of the house.

"Wowsers, it's so nice to be in a warm house. The dorms are always freezing." Max shivered, moving to sit on the couch. "Where's Joyce?" Normally, the woman would have already been down to greet them. Chloe shrugged, digging around in the fridge to find some drinks.

"Step dou-dad took her on a weekend trip to Portland. Y'know, it's like the Paris of the US." Chloe's sarcasm was off the charts and Max snorted, shaking her head.

"Yeah, can't get more romantic than Portland. So we have the house to ourselves?" Her question caused Chloe to snap her head up, slamming into one of the many open drawers.

"Fuck dude, give a girl a little warning when you're gonna say shit like that." Chloe groused, rubbing the back of her head. After she was sure she was not bleeding, she shot Max a glare that could kill. The brunette just quirked a brow at her, confused.

"I just meant we can watch movies on the big tv, and maybe make a pillow fort?" Max pointed innocently toward the television, trying and failing to hide her smirk.

"You did that on purpose didn't you?" Chloe grumbled, turning her attention back to the fridge. "Damn, they must've raided the fridge. No beer anywhere." She threw a bag of salad back into its drawer with more force than necessary.

"Small loss." Max shrugged, perfectly okay with not having alcohol. "But they didn't raid the hot chocolate, right?"

"Dude, I am not making you hot chocolate." Chloe scoffed, trying to avoid the pout she knew was aimed towards her.

"Well then no pillow fort for you." Max playfully stuck out her tongue as she made her way down the hallway and up the stairs. Ten minutes later, Max was nursing a hot chocolate and Chloe was allowed into her poorly constructed pillow fort.

"It's not even a fort!"

"It's not my fault you only have two blankets!"

It had been Chloe's idea to raid the upstairs closet, and she returned with an armful of blankets, leaving a trail of pillows. After a brief pillow fight and a lot of cursing, they had constructed a respectable pillow fort. After surveying their creation, Chloe looked over with a proud little smirk that made Max's her heart flip. Completely oblivious to the swooning of her companion, Chloe practically dove into their cozy construction.

"What are we watching Mad Max?" Max's eyes followed the girl fondly, before joining the punk. They sat comfortably on their floor full of pillows, backs against the couch. As soon as an idea came to Max's mind, she looked over with a stupidly huge smile, Chloe scowled. "No, we're not watching a goddamn rom com."

"But Chloe." Max sing songed, leaning closer with her hands clasped in front of her chest.

"No." Chloe groaned, glaring pointedly in the opposite direction.

"What if it's not all about romance? Maybe _Perks?_ " Chloe's resignated sigh caused a bright grin to grow on Max's face.

"Okay, but only because I've never seen moment it gets too mushy, it is over. Deal?" When the brunette nodded and rushed to play the movie, Chloe hid her smile. It was too cute how excited Max got about little things.

"You won't turn it off, you're too much of a softie." Max argued as she crawled back to her spot. She sat closer to Chloe, their shoulders touching. This time, Chloe's arm quickly wound around her shoulders.

"Don't tempt me, Caulfield." Chloe half heartedly threatened, more than content to watch some sappy movie with her girlfriend and cuddle.

Throughout the movie, Max kept glancing over at Chloe, as if to gauge her reactions to things. Chloe did her best to overreact during those moments, if only to make Max huff out a laugh and nudge her. The drink Max had fought so hard to get was left ignored on the floor as the evening continued.

Max tried her best to be discreet in her glances. When the movie was in the middle of a sad or funny scene, she would look over. Sure enough, Chloe would be focused solely on the screen, her arm tightening around Max's shoulders if something particularly upsetting was happening. It was unclear who she was trying to comfort but the gesture made the brunette smile regardless. The movie ended far too soon for Max's liking. As soon as the credits began to roll, Chloe was already out of their fort and had ordered their pizza.

"That movie was so hipster, I swear at least five different extras could've been you. I didn't know you acted when you were in Seattle." Max rolled her eyes, grabbing her now cool beverage and joining Chloe in the kitchen.

"Oh shut up, you liked it." Chloe shrugged, choosing not to answer.

"Just because I didn't turn it off doesn't mean it was the best movie ever. Or that I ever want to watch it again."

"What's it like?" Max questioned, dramatically placing her mug in the sink and leaning against the counter with her arms crossed. Chloe eyed the girl, confused.

"What's what like?" Max took a couple steps closer, Chloe swallowed hard. She stopped when they were nose to nose. Or nose to chin in Max's case. Her silence only served to further the taller girl's unease.

"What's it like living in denial?" Max asked with a self-satisfied smirk. Laughing as Chloe's face went from confusion to realization to irritation. When the brunette turned to leave, Chloe followed the movement. Hands wrapped around Max's hips, gently pulling her backwards until she was pressed against Chloe's front.

"You should know. I mean, you're in denial about wanting this sweet ass." Max choked on air, her face feeling much warmer.

"I thought we already decided you have a _superb_ ass." Max managed to come up with a somewhat witty retort, a small rush of delight shooting through her. The hands on her hips moved up to rest on her waist.

"Too true." Chloe breathed a laugh, trying her best to sound sultry, Max had to admit, she was doing a great job. "But we haven't really discussed yours." Max ducked her head to look at her feet.

"I don't think it's really worth discussion." The photographer mumbled, obviously embarrassed.

"Please girl, it's worth a short story at least." Chloe replied without pause. Max turned in Chloe's grip, smiling up at her. Max's face was still a deep red but at least she didn't appear to be as self conscious.

"You're too good for this world." Max whispered, almost too softly to be heard. A crooked grin tugged at Chloe's lips. She bent down to deliver a quick kiss to the side of the brunette's head.

"Back at ya, Max. You're definitely too good to be true." Chloe pulled back with a soft smile. The look in her eyes and the impossible softness of her features made Max want to declare her love.

But fate had other ideas and a loud knock at the door caused her to jerk out of the punk's loose grip.

Chloe watched the brunette pull away and rush upstairs with a miniscule frown. Perhaps she had done something wrong? With a heavy sigh, she made her way to the front door.

Max sat on Chloe's bed for a few moments, trying to stop her heart from racing. She had been so close to proclaiming her feelings. Blue eyes slid closed and she flopped back onto the bed with her hands on her face in an attempt to cool her blush.

After a couple minutes, she deemed it safe to move and quickly changed into some of Chloe's pajamas. Hopefully her girlfriend wouldn't mind. Though, maybe she would considering Max's legs were so short the pants dragged against the floor with every step.

By the time Max made it downstairs, Chloe was already digging into the pizza. She glanced up at Max's arrival before doing a double take. She swallowed hard, her half chewed pizza burning down her throat.

"Damn Caulfield, looking good. You should wear my clothes more often." Chloe managed to choke out, quickly taking a drink of soda to soothe her irritated neck. Someone stealing her clothes shouldn't have been attractive, but it was and she couldn't fight the smile that grew on her lips. She remembered Max borrowing her sweater at the movies, a similar feeling had shot through her then.

"Ready for the pillow fort, shaka brah?" Chloe mimicked, laughing to herself at Max's playful scowl. The brunette grabbed a slice and leaned against the counter opposite of Chloe.

"I can't believe I forgot to mark down Be a Dick to Max Caulfield day on my calendar." Though Max was clearly joking, Chloe frowned. Worry shot through her at Max's admission. Though bullying at Blackwell had decreased after everything that had happened with Kate Marsh, it could still be an issue for Maxine Caulfield. Apparently people had been mocking her. Anger flared in Chloe's chest.

"Do I need to kick some ass?" Chloe questioned, subtle in her attempt to get Max to open up about whatever had happened.

"Are you gonna kick yourself?" Max raised a brow, not realizing Chloe was actually serious. Her response caused Chloe to second guess her protectiveness. The punk put her pizza down, furrowing her eyebrows.

"Well you said something about people making fun of you earlier too." The brunette shook her head, confused, before she remembered her talk with Victoria.

"Oh, Victoria." When Chloe's face quickly shifted to anger, Max raised her hands in a pacifying gesture. "She was just kidding. Kinda like you were." Max tacked on, trying to dissuade Chloe from doing anything irrational and violent.

"Really?" Chloe grumbled, folding her arms. "When did you guys become so close?" Everything clicked for the brunette. The frown on Chloe's face, her narrowed eyes and rigid posture. Jealousy. It explained Chloe's awkwardness when she had first left Victoria's room. Last Chloe knew, Victoria had interrupted their moment and made fun of them.

"Are you jealous?" At Chloe's grimace, Max smiled. She had hit the nail on the head. Honestly, she was just happy she had figured it out. Though she really wished Chloe would've said something.

"No, why would I be jealous?" Chloe's voice showed that she was very far from being fine. Even her scoff served to further Max's suspicions.

"I'm not sure. You want to know why I was there?" Max offered, putting her pizza down and making her way across the kitchen to stand in front of Chloe.

"I trust you, Max." Chloe grumbled, her expression not agreeing with her words. Max took a step closer, her hands coming up to rest on Chloe's shoulders.

"I know but if you think-" Max was cut off by Chloe's lips. The kiss was rough, hard. Not at all like their previous encounters. Chloe wasted no time deepening it, her tongue pushing it's way into Max's mouth. Though this new side of Chloe was definitely exhilarating, Max didn't want to forget what she was trying to say. The hands on Chloe's shoulders dug in and gently pushed.

"Wait." Max breathed, her mind turned to mush. "I uhm…" Max tried to speak, ignoring her pounding heart. Her thoughts were jumbled, and she couldn't remember what she had wanted to say.

"Shit, fuck I'm sorry... I didn't. Sorry." Chloe must've thought Max's reaction was one of fear, her arms fell to her sides and she was trying to take a step back. Max's hands on her shoulders stopped her from getting too far.

"Hey, it's okay."

"No, Max it's really not. It was stupid and I shouldn't have done that." Max smiled, trying to show Chloe she was not upset. Chloe just stared right back, obviously not believing Max.

"You're fine. I'm fine... Okay? I have something to show you." Max dropped her hands, making her way to the living room where she had left her bag. Chloe followed like a puppy that had been caught tearing up its master's favorite shoes. Max shuffled through her bag, grabbing the photo Victoria had given her.

"Are you sure you're cool?" Chloe questioned, not paying any attention to the item in Max's hands.

"I promise I'm cool, now check this out." Max revealed the picture to a thoroughly confused Chloe. "This is why I was in Victoria's dorm earlier." The taller girl stared at the picture in awe before looking up to gauge Max's meaning.

"So she took this picture and wanted to give it to you?" At Max's nod, a small grin came to Chloe's face. She knew Max would never cheat on her but she never would've guessed Victoria would have taken a picture when the two of them were asleep.

"I helped her edit it… Kind of. I'm not very good with photoshop." Max shrugged, smiling up at her girlfriend who was looking at their photo. She was happy to give Chloe something to document their relationship besides small instant selfies.

"Well it's epic and all but you're still my favorite photographer." Chloe declared, placing the picture on the table. "And I still think she's an asshole." Max laughed, shaking her head fondly.

"I dunno, we seem to get along, she was really nice today. It was kinda weird." When Chloe didn't respond, Max just grabbed her hand and led her back towards their food. The rest of their dinner was mostly silent save for the music Chloe was playing from her laptop.

Chloe was still a little sore about her complete screw up earlier. She hadn't meant to do anything to make the brunette uncomfortable. She was only able to eat one slice before deciding she was no longer hungry.

Max watched Chloe with a small frown. She really wished the punk would trust her. If Chloe would've done something wrong, Max would tell her. In all honesty, it was nice to see Chloe forget to walk on eggshells around her sometimes. Not that she didn't adore the way Chloe tried to be the perfect girlfriend. She loved everything about her new relationship with Chloe. It was all so different and exciting. Kind of like an adventure.

"Ready for a movie marathon, shaka brah? I vote for hilariously bad movies." Max grinned, throwing her plate away and making her way for their fort. Chloe's lack of reaction made a frown cross her features briefly. Chloe followed somewhat reluctantly, dragging her feet.

"I'm cool with that." As the night went on, Chloe got more and more at ease. By the time they were on their third terrible movie, it seemed as though she had completely forgotten why she had been moping in the first place. Her arm was slung comfortably around Max's shoulders and they were leaning against each other, exchanging comments.

Max grinned over at Chloe as the punk did her best impression of the protagonist. It was a perfect impression, and Max wasn't sure if she should be impressed or disappointed in her girlfriend's ability to mimic terrible acting. It was moments like those that made Max realize just how much she loved her dorky best friend turned girlfriend.

"You are ridiculous." Max giggled, poking Chloe's side. The taller girl didn't so much as flinch.

"Maybe I am but you're laughing. So really, who's the more ridiculous one here?" Max didn't answer, instead pulling herself onto Chloe's lap and hugging the girl close. As to be expected, Chloe immediately became concerned. However, Max's arms tightening around her shoulders immediately quelled her fears. It took a few seconds but Chloe's arms eventually looped around Max's waist to hold her in place.

Random hugs were normal for the two. Chloe chalked it up to their week in October. Sometimes, Max would need a long hug to realize everything was okay and Chloe was always more than happy to be there for her. Perhaps she was just having another moment where she required the reassurance only the taller girl could offer.

Max couldn't exactly explain her sudden burst of affection. She could only attribute it to how much she adored Chloe. When Max pulled back, Chloe was looking up at her with a dopey little smile that seemed to only be reserved for her. It wasn't a conscious thought to kiss Chloe, it just happened. One moment they were smiling at one another and the next Max was leaning down and pressing her lips against Chloe's.

Chloe immediately tensed at the gentle contact, not wanting to push too far or make Max uncomfortable. Her brain was on red alert, but she tried her best to appear uneffected. Obviously her best was not enough as Max noticed her lack of enthusiasm.

"Chloe." Max softly sighed, pulling away briefly. "I'm totally okay with you kissing me." The photographer assured, adjusting herself so she was perched more comfortably on Chloe's lap. Chloe swallowed hard when Max moved herself so she was essentially straddling Chloe's left leg.

"I just don't want to fuck something up." Chloe shrugged in a self depreciating way.

"Will you stop when I ask you to?" Max asked, one of her hands moving from Chloe's shoulder to her chin in order to tilt the girl's head up. When their eyes met, Chloe could clearly see the determination in Max's features. There was a confidence in her eyes that baffled the punk.

"You don't even have to ask, of course I will."

"Then you won't fuck anything up." Max sounded so sure that Chloe couldn't help but believe her. This time when they kissed, Chloe met Max in the middle. The transition from not kissing Chloe to kissing her had been so natural that Max forgot that it had not always been this way. There had been a time when she could not reach out and kiss Chloe. Now that she could, it was almost too good to be true.

Chloe relaxed significantly as Max set the pace. Simple quick kisses devolved into longer, more passionate ones. Tongues brushed and lips melded together seamlessly. When Chloe's hands skimmed down to rest low on Max's back, the photographer shivered. Max's grip on Chloe's shoulder and jaw tightened in response, desperate to be closer.

It wasn't long before Max pulled away, looking down at Chloe through half lidded eyes. She ducked down to press a kiss to the punk's neck. When Chloe inhaled sharply, Max continued to lavish the area with attention.

All things considered, Max was proving to be a quick learner when it came to what made Chloe tick. A kiss to any part of her throat caused the girl to squirm, seemingly restless and unsure of what to do with her hands. Sucking at the skin over the muscle connecting the shoulder to the neck made Chloe let out a groan. A bite on the girl's earlobe resulted in a hitch in her breathing and a death grip on Max's hips. That was Max's favorite reaction.

Chloe surprised her when she was hurriedly pulled into a bruising kiss after spending a considerable amount of time focusing on Chloe's ears. It was absurd how much that small action could do. Chloe's lower stomach burned with desire, her hands pawing at Max's sides as their lips moved in tandem.

One bite to Max's bottom lip was all the payback Chloe needed. A swooping feeling rolled through the brunette.

Chloe was the first to pull away from the kiss, intent to further even the score. Her lips were warm as they trailed a line of kisses down Max's throat. When she nipped at a particularly sensitive spot, the brunette practically whimpered, her hands shooting up to knock the beanie off Chloe's head in her attempt to tangle her fingers in soft blue hair. That was all the reassurance Chloe needed to latch onto Max's pulsepoint, bringing the soft skin into her mouth. She was sure the attention would leave a mark, but she didn't really care as long as Max kept making her little noises.

Max wasn't sure how long they had been kissing, she was only sure that she didn't want Chloe to stop. The only thing she was aware of outside of Chloe was her heart hammering in her chest. When warm lips pressed against a sensitive spot right under her ear, she took in a sharp breath. A jolt ran through her at the feeling, her hips jerking forward in response.

Time seemed to slow down for Max, everything grinding to a halt as Chloe paused.

Thousands of thoughts sped through Chloe's mind. She liked being the reason Max was out of breath and squirming against her. It was unreal to feel so wanted on such an intimate level by someone who was so important to her. But more than anything else, she liked making Max feel needed. It sent a fire through her that she was pretty sure she had never experienced before.

It seemed like an eternity before Chloe moved, pulling Max down hard against her thigh. The brunette gasped at the sensation, burying her face in Chloe's neck. She could feel the rough denim of Chloe's jeans through her flimsy pajama bottoms as the punk lifted her thigh a little higher. Rapid breaths fanned across Chloe's neck but she resisted the urge to flinch away from the tickling sensation.

"God I love you." Max panted, unaware of what she had said. Chloe, however, heard the words as if they had been screamed directly into her soul. When she opened her mouth to reply, she found it otherwise occupied. Max's lips were slanting over hers, sucking on Chloe's bottom lip in a way that made it obvious she was no longer interested in speaking.

Though she wanted to return the sentiments, Chloe was more than okay with showing her instead. She returned the kiss with as much vigor as Max, licking her way into the smaller girl's mouth. When Max moved her hips on her own, Chloe was the one who groaned, pulling away to whisper a raspy "damn" before diving into another kiss.

One of the hands tangled in Chloe's hair dropped down to claw at the punk's shoulder, blunt fingernails digging into her skin even through her shirt. The other clutched desperately at the small hairs at the back of Chloe's neck.

All of Chloe's reservations left her when Max pulled on her hair. The feeling that rushed through her at that action caused her whole body to shake. Without much thought, her hands dropped down from Max's hips to eagerly palm the seat of her pants. A strangled sound halfway between a moan and a whine erupted from the photographer and Chloe's thigh rocked up in retaliation.

Before Max could even process what was happening, Chloe was lifting her up and tipping her until she was laying flat on her back with Chloe looming over her. The pillows were sliding apart but it appeared as though Chloe was no longer paying attention to anything other than Max. With one hand still resting against Max's backside, Chloe pulled the girl sharply against her thigh once more. Max's eyes were closed tight and she was biting her lip as if to ignore the arousal shooting through her.

"Chlo" Max managed to force out, her back arching and hips desperately searching for friction. Light blue eyes fell closed at the sound, Chloe pressing her lips against the hollow of Max's throat. Her hand gave the brunette's backside a final squeeze before drifting up to rest against Max's bare hip.

Max wasn't sure what they're doing or how far she was willing to go, but she knew she wanted to be closer. One of her hands dropped down to grab the one Chloe had against her hip. If Max was nervous, it didn't show as she dragged their joined hands up her torso, pulling her shirt up with them until they reached her bra-clad breast. Before she could second guess her bravery, Max was urging Chloe's hand to palm her chest.

Chloe's forehead rested on Max's, the punk staring down at her with heavy eyelids.

"Are you-" Max didn't need to hear the rest of the question to know her answer was yes. Her head nodded rapidly, eyes clinched shut. She didn't want to lose the pressure Chloe was applying. If her answer hadn't been clear enough, her hand tightened around Chloe's, causing the girl to squeeze her breast with slightly more force. A wave of sparks erupted inside Max in reaction, the brunette sucking in a sharp breath.

Chloe let her question go, trusting Max to stop her if things went too far. She wasn't ashamed to admit she didn't **want** it to stop. A familiar excitement rushed through her when she became confident enough to grope Max on her own. It seemed as though the move was surprising to the brunette as her hips hiked up against Chloe's thigh with more purpose.

Max's mind was full of so much and yet nothing at all. A pleasant tingling filter had overlapped all of her thoughts, leaving her unable to think of anything besides Chloe's soft touch. The only thing that made it through her muddled brain was the throbbing want that coursed through her every time Chloe made any kind of movement.

A deliberate kiss against her jaw and a purposeful squeeze to her chest made her mouth fall open. It was as though she couldn't catch her breath. Her hips had begun to move on their own against Chloe's thigh.

"Chloe." Her voice came out as a strangled gasp, the hand in Chloe's hair fisting tightly and tugging slightly.

"Max." Chloe groaned back, rocking into Max with a sudden force that made Max's breath get caught in her chest. If Max had thought Chloe's voice sounded attractive in the hallway, it could only be described as perfection now. A deep gravelly rasp that seemed to originate from somewhere in the back of Chloe's throat for the sole purpose of making Max squirm.

Chloe's hand left a trail of fire down Max's chest, past her hips and ending at her thigh. Blindly grasping the side of Max's leg, Chloe pushed into her again. Everything was heightened. Chloe could feel the way Max had begun to shake, one hand scratching at the back of her neck, no doubt leaving behind angry red lines.

The vice like grip Max had on her hair should've been her first clue.

"Chloe." The way Max's voice wavered should have been the second. But Chloe wasn't looking for any kind of sign, her hand guiding Max into a particularly hard thrust. One of Max's arms wrapped around Chloe's shoulders, pulling them together.

The sudden change of position caused a slight fumble on Chloe's part, catching herself on her arm before she could crash into Max.

"Don't stop." Max gasped out in a way that should've been an obvious give away as to what was about to occur. Instead, Chloe focused on the heat scorching down her insides. It was like swallowing a whole barrel of magma. And Chloe loved it.

"I won't, Max." Chloe murmured, her breath hot in Max's ear. She had wanted to say something with more bite, something flirty and seductive that conveyed all of her desire. Instead it had come out as a desperate promise.

Chloe's thigh pressed up, grinding into Max in a way that caused the brunette's spine to arch and her breathing to turn rapid. All rational thoughts abandoned Max's mind and she could feel a tightening in her lower stomach. The only thing she knew was she wanted more.

"C-Chloe." The hand clawing at Chloe's shoulder twitched, pulling at the punk's shirt and burrowing under it. Fingertips dug into the hard muscle of Chloe's shoulder blade. Max's pelvis had a mind of its own, grinding hard into the thigh under her, desperate for a reason Max was unable to comprehend in her state. "Fuck." Amazing how a simple word could cause Chloe to rock into Max with more determination. "I think I..." Max's voice died out, ending in a silent cry and fingernails scraping against Chloe's bare skin.

Max held her close, her back stiffening and mouth parted in mostly silent bliss. It was only when Max shuddered that Chloe understood what happened. Silence engulfed the two, Chloe unsure of what to do besides wrapping an arm around the brunette and holding her close. Max released the punk's shoulder and untangled her hand from blue hair to return the embrace.

The sound of Max's breathing filled the room, louder in Chloe's ear than the terrible movie that still played on the television. After the effects wore off, Max was hit with a tidal wave of embarrassment. She felt like a child and it made her want to cry. But Chloe was there, unmoving, but not laughing or cracking some kind of joke and it filled her with an odd sense of relief.

When Max finally loosened her arms, Chloe pulled back to rest her forehead against the brunette's, swallowing hard.

"Fuck, that was hot." Was the first thing Chloe said in the aftermath. Her voice sent a tremor through Max that made her suck in a shaky breath. When she looked up, there was a soft, self satisfied smile covering Chloe's face. Despite what just occurred, her words caused Max to blush and hide her face against Chloe's neck.

"Shut up." Max protested weakly, her hands moving around to fist in Chloe's top.

"No need to be jealous of my mad skills Caulfield." Chloe countered, managing to reassure and irritate Max all at once. Obviously Chloe didn't see Max's reasoning behind her mortification. "If anything, I'll take it as a compliment." Chloe shrugged, as nonchalant as ever.

"Y-yeah?" Max peeked up at Chloe with big blue eyes. She seemed so small and vulnerable which caused Chloe to slightly alter her approach.

"Yeah, it's totally fine." A slight smile began to appear on Max's lips as Chloe pressed a gentle kiss to the brunette's nose. Chloe's dopey smile returned full force before she pulled herself off Max.

"Good." Max nodded to herself, more confident that everything was okay. She pulled herself into a sitting position, twisting her fingers together before looking over at her companion. Chloe's back was to her as she fiddled with her computer, angry red lines covered the back of her neck and thin trails of scratches disappeared under her shirt. It looked painful and Max grimaced.

"Does your back hurt? I-I didn't mean to..." _To maul you._ But Chloe just shot her a salacious grin over her shoulder.

"It's a good hurt." Chloe winked, laughing when blood rushed to Max's cheeks.

"Can I see?" A sudden reluctance seized Chloe. She didn't want Max to feel upset about what had happened. It wasn't as though she was seriously injured or even mildly inconvenienced, it had stung at the time but that had only served to fuel Chloe's arousal.

Deciding to bite the bullet before Max unleashed the pout, Chloe pulled her shirt over her head and dropped it onto her lap. Max crawled the few inches separating them, staring at the marks with guilt.

"I promise it doesn't even hurt." Chloe assured, inhaling sharply when Max's fingers began to trace a particularly deep scratch. "I kind of like it." Chloe's voice was low, as if she was afraid Max would judge her.

"Well then I'm glad I could be of use." Snarky Max was a good sign, it meant she was getting back into her comfort zone. Regardless of the fact the marks didn't hurt, Max pressed a series of kisses along the harshest ones as an apology. Chloe shivered at the contact, trying to ignore the flip in her stomach at the feeling.

"Do you still want to watch bad movies or can we finally watch something good?" Chloe pressed a few keys on her laptop, Max's brows furrowing slightly.

"You don't want me to-?" Max trailed off with a bright blush, gesturing towards Chloe awkwardly. Chloe finished bringing up a movie before turning and eying Max skeptically.

"Are you ready for something like that?" Max swallowed thickly, her previous feelings of guilt rising to the surface and settling heavy in her gut. For some reason she was nervous to go any further than they had. She didn't doubt Chloe's feelings for her and trust was not the issue. Max wasn't sure what was holding her back. Chloe watched her reaction with a quirked brow. "That's what I thought. I can wait Max, it's no big deal." She gently pressed her lips against Max's forehead.

"Are you sure, I mean we can try?" Chloe narrowed her eyes at Max, pulling her shirt back over her head. "I mean I… And you didn't." Max shrugged, feeling unreasonably selfish.

"No. We're not gonna do anything you're not completely okay with, alright?" Chloe left no room for argument as she tackled Max onto their pillows. It took a few minutes but Max got herself comfortable draped across Chloe, her fingers drawing shapes on the punk's abs. "Okay no more of that if you want me to continue to keep things PG."

"Sorry."

"It's whatever. Keep it in mind for a later date. One that involves a lot less clothes." Chloe winked, directing her attention toward the screen afterwards. It was nice how easily they fell back into their old routine.

Minutes dragged on in silence before a thought seemed to strike Chloe out of the blue and she quickly snapped her attention to Max.

"Oh, hey, I love you too. You kinda cut me off before I could say it back earlier. Hella rude by the way." Her words made Max's heart hammer in her chest and her lips stretched into a small smile. Part of her knew Chloe loved her but having a suspicion and **knowing** are two very different concepts.

"Sorry, I was sort of in the middle of something when that happened." Max shot back, pushing herself up onto her elbows so she could smile down at Chloe. "I love you too." She pressed her lips against Chloe's to further convey her affection and just because it felt like the right thing to do.

When Chloe returned the gesture with a crooked grin, Max had never felt more loved but that was probably because no one could ever love her more than Chloe Price did.


End file.
